AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2009

 
 
FILE NO.  333-160918   
 
FILE NO.  811-22321


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933  [X]

Pre-Effective Amendment No.  2

AND

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]


Amendment No.  2

MAINSTAY FUNDS TRUST
(exact name of registrant as specified in charter)

51 MADISON AVENUE, NEW YORK, NEW YORK 10010
(address of principal executive office)

REGISTRANT'S TELEPHONE NUMBER: (212) 576-7000

Marguerite E. H. Morrison, Esq.
The MainStay Funds
51 Madison Avenue
New York, New York 10010
Copy to:
Sander M. Bieber, Esq.
Dechert LLP
1775 I Street, NW
Washington, DC 20006

(NAME AND ADDRESS OF AGENT FOR SERVICE)


Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
Registrant elects to register an indefinite number of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.


 

Prospectus for MainStay Epoch Equity Funds November 10, 2009
MainStay ® Funds
Equity Funds
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

What's Inside?

4

Overview

Equity Funds

5

MainStay Epoch U.S. Equity Fund

10

MainStay Epoch Global Choice Fund

17

MainStay Epoch Global Equity Yield Fund

24

MainStay Epoch International Small Cap Fund

31

More About Investment Strategies and Risks

36

Shareholder Guide

63

Know With Whom You Are Investing

67

Financial Highlights

Overview

This Prospectus discusses certain Funds that are series of MainStay Funds Trust, a Delaware statutory trust (collectively referred to as the "Funds"), which seek to provide varying combinations of capital appreciation and income. Each Fund is managed by New York Life Investment Management LLC ("New York Life Investments" or "Manager").

New York Life Investments has retained Epoch Investment Partners, Inc. ("Epoch" or the "Subadvisor") as the Subadvisor that is responsible for the day-to-day portfolio management for each of the Funds. For more specific information about New York Life Investments and Epoch, see "Know With Whom You're Investing—Who Manages Your Money."

The Funds are successors to the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund (collectively, the "Epoch Funds") which were series of a different registered investment company for which Epoch served as investment adviser. If approved by the shareholders of the Epoch Funds at a special meeting expected to be held on or about October 30, 2009:

Each of these transactions is referred to as a "Reorganization," and collectively, they are referred to as the "Reorganizations."

Each Fund pursues different strategies to achieve its investment objective. Unless otherwise stated, each Fund's investment objective is non-fundamental and may be changed without shareholder approval.

Not Insured—You Could Lose Money

Before considering an investment in a Fund, you should understand that you could lose money.

NAV Will Fluctuate

The value of Fund shares, also known as the net asset value ("NAV"), generally fluctuates based on the value of the Fund's holdings.

More Information

The next section of this Prospectus gives you more detailed information about the investment objectives, policies, strategies, risks, performance and expenses of each of the Funds. Please review it carefully.

MainStay Epoch U.S. Equity Fund
The MainStay Epoch U.S. Equity Fund's investment objective is to seek long-term capital appreciation.

Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objective by investing in a diversified portfolio that includes equity securities of U.S. companies. Under normal circumstances, the Fund will invest at least 80% of its assets in equity securities of U.S. companies with market capitalizations of $2 billion and above at the time of purchase. Generally, U.S. companies are companies organized in the U.S. and that trade primarily in U.S. securities markets. Equity securities consist of common stock, depositary receipts, real estate investment trusts ("REITs"), master limited partnerships ("MLPs"), and securities convertible into common stock, such as warrants, rights, convertible bonds, debentures and convertible preferred stocks. The Fund may also invest up to 15% of its net assets in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets.

Under normal market conditions, the Fund may also invest up to 20% of its net assets in high quality money market instruments and repurchase agreements.

Investment Process

Epoch, the Fund's Subadvisor, desires to produce superior risk adjusted returns by building a portfolio of businesses with outstanding risk/reward profiles without a high degree of capital risk. The Subadvisor analyzes a business in the same manner a private investor would in looking to purchase the entire company. The Subadvisor only invests in those businesses it understands and where it has confidence in the company's management and financial strength. Emphasis is placed on those companies which the Subadvisor believes are most likely to prosper under various economic conditions.

The Subadvisor may sell or reduce a position in a security that otherwise meets its objectives but is deemed less attractive relative to another security on a return/risk basis. The Subadvisor will also sell or reduce a position in a security when it sees the objectives of its investment thesis failing to materialize, or when it believes those objectives have been met and the valuation of the company's shares fully reflect the opportunities once thought unrecognized in the share price. The Subadvisor may believe that objectives are not being met for a number of reasons, such as: the economic or competitive environment might be changing; company management's execution could be disappointing; or company management has an inappropriate assessment of the company's state and the task at hand.

Principal Risks

Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in management's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunities for greater gain often come with the possibility of a greater risk of loss. Some of the securities in which the Fund invests may, therefore, carry above-average risk compared to the risk of securities found in common stock indices such as the Dow Jones Industrial Average and the S&P 500 ® Index. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

The Fund may invest in companies with mid to small market capitalizations. Such stocks are generally less established and may be more volatile and less liquid than stocks of other companies. Smaller capitalization stocks may be more thinly traded than larger company stocks and consequently may be more volatile. The returns may vary significantly from the overall stock market. In comparison to stocks of companies with larger capitalizations, these companies may have more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes and cyclical, static or moderate growth prospects. Smaller capitalization companies may be more vulnerable to adverse business or market developments than larger-capitalization companies.

Convertible securities tend to be subordinate to other debt securities issued by the same company. The total return for a convertible security will be partly dependent upon performance of the underlying common stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings. These companies are more likely to encounter financial difficulties and are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, these securities may be worthless and the Fund could lose its entire investment.

The Fund invests in foreign securities and will be subject to risks that differ from the risks of investing in securities of U.S. issuers. These risk factors include:

Foreign securities can be subject to most, if not all, of the risks of foreign investing. These risks are likely to be greater in emerging market countries than in countries with developed securities markets and more advanced regulatory regimes.

Some of the securities in which the Fund invests may be issued by companies organized outside the U.S. but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the U.S. but are denominated in U.S. dollars. These securities are subject to some but not all of the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar denominated securities traded in U.S. securities markets. The higher expenses and costs that may be associated with investments in foreign securities could negatively affect the Fund's total return.

Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are also subject to heavy cash flow dependency.

The Fund may invest as a limited partner in master limited partnerships. MLPs are limited partnerships in which ownership interests are publicly traded and are operated under the supervision of one or more managing general partners. The risks of investing in a MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be less protections afforded investors in a MLP than investors in a corporation. Limited partners may also have more limited control and limited rights to vote on matters affecting the MLP.

Past Performance

Since the Epoch U.S. Large Cap Fund, the predecessor to the MainStay Epoch U.S. Equity Fund, did not have a full calendar year of performance information, no performance information is yet available.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The information in the table is based on expenses incurred by Epoch U.S. Large Cap Equity Fund (the predecessor to the Fund) as of the fiscal year ended December 31, 2008 and has been been adjusted to reflect certain differences in contractual expenses and fees. It is important for investors to understand that a decline in the average net assets of Epoch U.S. Large Cap Equity Fund or the Fund during the current fiscal year due to recent market declines or other factors could cause the Fund's gross expense ratios to be higher than the gross expense information presented. However, due to the contractual expense limitations in place for Class A and Class I shares described in the footnotes to the table below, the Fund's total annual operating expenses, net of reimbursements and waivers, are expected to be the same as the Epoch U.S. Large Cap Equity Fund as of the closing date of the Reorganization.

Investor Class Class A Class C Class I
Shareholder Fees 1
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) 2 None None 1.00% None
Redemption/Exchange Fee (as a percentage of redemption proceeds) None None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 3 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 4 0.25% 0.25% 1.00% None
Other Expenses 5 0.51% 0.34% 0.51% 0.34%
Total Annual Fund Operating Expenses 6 1.56% 1.39% 2.31% 1.14%

In addition to the fees described in the table, each shareholder with an account balance of less than $1,000 may be subject to a small account fee. See "Information on Fees - Small Account Fee" for more information.

Generally, Investor Class and Class A shares are not subject to a contingent deferred sales charge upon redemption. A contingent deferred sales charge of 1.00% may be imposed on certain redemptions effected within one year of the date of purchase of Investor Class or Class A shares that were purchased at net asset value. A contingent deferred sales charge of 1.00% may be imposed on redemptions of Class C shares within one year of the date of purchase.

The management fee for the Fund is an annual percentage of the Fund's average net assets.

Because the 12b-1 fee is an ongoing fee charged against the assets of the Fund, long-term shareholders may indirectly pay an amount that is more than the economic equivalent of paying other types of sales charges.

"Other Expenses" include, among other things, fees payable for transfer agency services, which may differ between the classes.

Effective upon the closing date of the Reorganization, New York Life Investments has entered into a written expense limitation agreement, under which it has agreed to reimburse expenses of Class A and Class I shares of the Fund so that the total ordinary operating expenses for Class A and Class I shares of the Fund do not exceed the total annual operating expenses of the Class P and Institutional Class shares of the Fund's predecessor (adjusted to reflect any expense limitation agreements then in effect), respectively, as of the closing date of the Reorganization. New York Life Investments will apply an equivalent waiver or reimbursement, in an amount equal to the amount of basis points waived for Class A shares, to Investor Class and Class C shares of the Fund. This expense cap will be in effect for a two-year period unless extended by New York Life Investments and approved by the Fund's Board of Trustees. New York Life Investments may recoup the amount of any expense reimbursements from the Fund pursuant to this agreement if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within the year in which New York Life Investments incurred the expense.

The term "total ordinary operating expenses" excludes taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and the fees and expenses of any other funds in which the Fund invests.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and reflects what you would pay if you redeemed all your shares at the end of each time period shown or if you continued to hold them. The Example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that all dividends and distributions are reinvested. There is no sales charge (load) on reinvested dividends. Your actual costs may be higher or lower than those shown.

Investor Class Class A Class C Class I
Expenses after Assuming
no
redemption
Assuming
redemption
at the end of
each period
1 year $ 700 $ 684 $ 234 $ 334 $ 116
3 years $ 1,016 $ 966 $ 721 $ 721 $ 362
5 years $ 1,353 $ 1,269 $ 1,235 $ 1,235 $ 628
10 years $ 2,304 $ 2,127 $ 2,646 $ 2,646 $ 1,386
MainStay Epoch Global Choice Fund
The MainStay Epoch Global Choice Fund's investment objective is to seek long-term capital appreciation.

Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objective by generally investing in a portfolio consisting of equity securities of companies across all market capitalizations. Under normal circumstances, the Fund will invest at least 80% of its assets in equity securities of companies located throughout the world, including the U.S. Equity securities consist of common stock, depositary receipts, REITs, MLPs, and securities convertible into common stock, such as warrants, rights, convertible bonds, debentures and convertible preferred stock. Under normal market conditions, the Fund will invest a significant amount of its assets (at least 40%, unless the Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets. The Fund will normally invest in companies located in at least three countries outside of the United States. Although the Fund may invest in securities across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category when the Fund's Subadvisor, Epoch, believes such companies offer attractive opportunities.

The Fund will typically hold between 20-35 securities, and these securities may be denominated in both U.S. and non-U.S. currencies. While the Fund intends to generally invest in the equity securities of companies located throughout the world, including the U.S., under normal market conditions it may also invest up to 20% of its assets in high quality money market instruments and repurchase agreements.

Investment Process

Epoch, the Fund's Subadvisor, desires to produce superior risk adjusted returns by building a portfolio of businesses with outstanding risk/reward profiles without a high degree of capital risk. The Subadvisor analyzes a business in the same manner a private investor would in looking to purchase the entire company. The Subadvisor only invests in those businesses it understands and where it has confidence in the company's management and financial strength. Emphasis is placed on those companies which the Subadvisor believes are most likely to prosper under various economic conditions.

The Subadvisor may sell or reduce a position in a security that otherwise meets its objectives but is deemed less attractive relative to another security on a return/risk basis. The Subadvisor will also sell or reduce a position in a security when it sees the objectives of its investment thesis failing to materialize, or when it believes those objectives have been met and the valuation of the company's shares fully reflect the opportunities once thought unrecognized in the share price. The Subadvisor may believe that objectives are not being met for a number of reasons, such as: the economic or competitive environment might be changing; the company management's execution could be disappointing; or company management has an inappropriate assessment of the company's state and the task at hand.

Principal Risks

Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in management's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunities for greater gain often come with the possibility of a greater risk of loss. Some of the securities in which the Fund invests may, therefore, carry above-average risk compared to the risk of securities found in common stock indices such as the Dow Jones Industrial Average and the S&P 500 ® Index. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

The Fund may invest in companies with mid to small market capitalizations. Such stocks are generally less established and may be more volatile and less liquid than stocks of other companies. Smaller capitalization stocks may be more thinly traded than larger company stocks and consequently may be more volatile. The returns may vary significantly from the overall stock market. In comparison to stocks of companies with larger capitalizations, these companies may have more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes and cyclical, static or moderate growth prospects. Smaller capitalization companies may be more vulnerable to adverse business or market developments than larger-capitalization companies.

Convertible securities tend to be subordinate to other debt securities issued by the same company. The total return for a convertible security will be partly dependent upon performance of the underlying common stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings. These companies are more likely to encounter financial difficulties and are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, these securities may be worthless and the Fund could lose its entire investment.

The Fund will typically hold between 20 and 35 securities. As a result, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

Since the Fund invests a significant portion of its assets in foreign securities, it will be subject to risks that differ from the risks of investing in securities of U.S. issuers.

These risk factors include:

Some of the securities in which the Fund invests may be issued by companies organized outside the U.S. but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the U.S. but are denominated in U.S. dollars. These securities are subject to some but not all of the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar denominated securities traded in U.S. securities markets.

Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. The higher expenses and costs that may be associated with investments in foreign securities could negatively affect the Fund's total return. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. Risks relating to withholding or other taxes, trading, settlement, custodial and other operational risks, and the loss of stringent investor protection and disclosure standards in some foreign markets may cause the Fund 's share price to be more volatile than that of a U.S.-only Fund .

Changes affecting particular regions or sectors of international markets may also have a significant impact on the Fund .

These risks are likely to be greater in emerging market countries than in countries with developed securities markets and more advanced regulatory regimes. Emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates.

Some of the foreign securities in which the Fund invests may be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund 's assets.

Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are also subject to heavy cash flow dependency.

The Fund may invest as a limited partner in master limited partnerships. MLPs are limited partnerships in which ownership interests are publicly traded and are operated under the supervision of one or more managing general partners. The risks of investing in a MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be less protections afforded investors in a MLP than investors in a corporation. Limited partners may also have more limited control and limited rights to vote on matters affecting the MLP.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows how the Fund's performance has varied since inception. The table shows how the Fund's average annual total returns (before and after taxes) for a one year period and since inception compared to those of two broad-based securities market indices. Performance figures for Class I shares and Class A shares reflect the historical performance of the Institutional shares and the Class P shares, respectively, each of the Epoch U.S. All Cap Equity Fund (the predecessor to the Fund, which was subject to a different fee structure and had different principal investment strategies and investment process, and for which Epoch served as investment adviser). Absent expense limitations and/or fee waivers/reimbursements that were applicable to the Epoch U.S. All Cap Fund, performance would have been lower. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Class C and Investor Class shares of the Fund have no performance history.

As of September 30, 2009, the Class I shares of the Fund had a year to date return of 20.43%.

Annual Returns, Class I Shares

(by calendar year 2006-2008)


Best and Worst Quarterly Returns, Class I Shares
(2006-2008)
Returns Quarter/Year
Highest return/best quarter 6.47% 4Q/06
Lowest return/worst quarter -23.70% 4Q/08
Average Annual Total Returns
(for the periods ended December 31, 2008) 1
1 year Since Inception
MainStay Epoch Global Choice Fund
Return Before Taxes on Distributions
Class A -37.63% -11.27%
Class I -36.37% -6.73%
Return After Taxes on Distributions 2
Class I -36.48% -7.10%
Return After Taxes on Distributions and Sale of Fund Shares 2
Class I -23.64% -5.64%
MSCI World Index 3
(reflects no deductions for fees, expenses, or taxes)
-40.71% -5.16%
Russell 3000 ® Index 4
(reflects no deductions for fees, expenses, or taxes)
-37.30% -6.86%

See disclosure under "Past Performance" for a discussion regarding the use of historical performance. Class I shares (formerly Institutional Class shares of Epoch U.S. All Cap Equity Fund) commenced operations on July 25, 2005 and Class A shares (formerly Class P shares of the Epoch U.S. All Cap Equity Fund) commenced operations on August 15, 2006.

Calculated using the historical highest individual federal marginal tax rates and does not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares of the Fund. After-tax returns for other share classes may vary.

The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. As of June 2007, the MSCI World Index consisted of the following 23 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The Fund has selected the MSCI World Index as its primary benchmark index in replacement of the Russell 3000 ® Index as a result of changing its principal investment strategies and process. The Fund has selected the Russell 3000 ® Index as its secondary benchmark.

The Russell 3000 ® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Total returns assume reinvestment of all dividends and capital gains. You cannot invest directly in an index.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The information in the table is based on expenses incurred by Epoch U.S. All Cap Equity Fund (the predecessor to the Fund) as of the fiscal year ended December 31, 2008 and has been been adjusted to reflect certain differences in contractual expenses and fees. It is important for investors to understand that a decline in the average net assets of Epoch U.S. All Cap Equity Fund or the Fund during the current fiscal year due to recent market declines or other factors could cause the Fund's gross expense ratios to be higher than the gross expense information presented. However, due to the contractual expense limitations in place for Class A and Class I shares described in the footnotes to the table below, the Fund's total annual operating expenses, net of reimbursements and waivers, are expected to be the same as the Epoch U.S. All Cap Equity Fund as of the closing date of the Reorganization.

Investor Class Class A Class C Class I
Shareholder Fees 1
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) 2 None None 1.00% None
Redemption/Exchange Fee (as a percentage of redemption proceeds) 3 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 4 1.00% 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 5 0.25% 0.25% 1.00% None
Other Expenses 6 0.48% 0.31% 0.48% 0.31%
Total Annual Fund Operating Expenses 7 1.73% 1.56% 2.48% 1.31%

In addition to the fees described in the table, each shareholder with an account balance of less than $1,000 may be subject to a small account fee. See "Information on Fees - Small Account Fee" for more information.

Generally, Investor Class and Class A shares are not subject to a contingent deferred sales charge upon redemption. A contingent deferred sales charge of 1.00% may be imposed on certain redemptions effected within one year of the date of purchase of Investor Class or Class A shares that were purchased at net asset value. A contingent deferred sales charge of 1.00% may be imposed on redemptions of Class C shares within one year of the date of purchase.

The redemption fee applies to redemptions (including exchanges) of any class of shares made within 60 days of purchase. The fee, where applicable, is deducted from your redemption proceeds and is payable to the Fund. The fee is designed to ensure that the transaction and administrative costs are borne by investors making the short-term transactions and not by long-term shareholders in the Fund. Please see "Redemption Fee" in the in the section entitled "Shareholder Guide" for additional information.

The management fee for the Fund is an annual percentage of the Fund's average net assets.

Because the 12b-1 fee is an ongoing fee charged against the assets of the Fund, long-term shareholders may indirectly pay an amount that is more than the economic equivalent of paying other types of sales charges.

"Other Expenses" include, among other things, fees payable for transfer agency services, which may differ between the classes.

Effective upon the closing date of the Reorganization, New York Life Investments has entered into a written expense limitation agreement, under which it has agreed to reimburse expenses of Class A and Class I shares of the Fund so that the total ordinary operating expenses for Class A and Class I shares of the Fund do not exceed the total annual operating expenses of the Class P and Institutional Class shares of the Fund's predecessor (adjusted to reflect any expense limitation agreements then in effect), respectively, as of the closing date of the Reorganization. New York Life Investments will apply an equivalent waiver or reimbursement, in an amount equal to the amount of basis points waived for Class A shares, to Investor Class and Class C shares of the Fund. This expense cap will be in effect for a two-year period unless extended by New York Life Investments and approved by the Fund's Board of Trustees. New York Life Investments may recoup the amount of any expense reimbursements from the Fund pursuant to this agreement if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within the year in which New York Life Investments incurred the expense.

The term "total ordinary operating expenses" excludes taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and the fees and expenses of any other funds in which the Fund invests.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and reflects what you would pay if you redeemed all your shares at the end of each time period shown or if you continued to hold them. The Example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that all dividends and distributions are reinvested. There is no sales charge (load) on reinvested dividends. Your actual costs may be higher or lower than those shown.

Investor Class Class A Class C Class I
Expenses after Assuming
no
redemption
Assuming
redemption
at the end of
each period
1 year $ 716 $ 700 $ 251 $ 351 $ 133
3 years $ 1,065 $ 1,016 $ 773 $ 773 $ 415
5 years $ 1,437 $ 1,353 $ 1,321 $ 1,321 $ 718
10 years $ 2,479 $ 2,304 $ 2,816 $ 2,816 $ 1,579
MainStay Epoch Global Equity Yield Fund
The MainStay Epoch Global Equity Yield Fund's investment objective is to seek to provide a high level of income. Capital appreciation is a secondary investment objective.

Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objectives by generally investing in a diversified portfolio consisting of equity securities of companies located throughout the world, including the U.S., that have a history of attractive dividend yields and positive growth in free cash flow. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of dividend-paying companies. The Fund may invest up to 20% of its assets in securities issued by companies located in emerging markets when the Fund's Subadvisor, Epoch, believes they represent attractive investment opportunities. The Fund may invest up to 20% of its assets in investment grade fixed income securities in U.S. and international markets. Securities held by the fund may be denominated in both U.S. and non-U.S. currencies.

Under normal market conditions, the Fund will invest a significant amount of its assets (at least 40%, unless the Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets. The Fund will normally invest in companies located in at least three countries outside of the United States.

The Fund's goal is to produce an efficient portfolio on a risk/return basis with a dividend yield that exceeds the dividend yield of the MSCI World Index .

The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of 23 developed markets. The market capitalizations of companies in the Index fluctuate and as of September 30, 2009, they ranged from $406 million to $330 billion.

Investment Process

In determining which portfolio securities to purchase, the Subadvisor utilizes an investment strategy that combines bottom-up stock research and selection with top-down analysis. The Subadvisor seeks securities of companies with solid long-term prospects, attractive valuation comparisons and adequate market liquidity. The stocks the Subadvisor finds attractive generally have valuations lower than the Subadvisor's perception of their fundamental value.

The Subadvisor may sell or reduce a position in a security that otherwise meets its objectives but is deemed less attractive relative to another security on a return/risk basis. The Subadvisor will also sell or reduce a position in a security when it sees the objectives of its investment thesis failing to materialize, or when it believes those objectives have been met and the valuation of the company's shares fully reflect the opportunities once thought unrecognized in share price. The Subadvisor may believe that objectives are not being met for a number of reasons, such as: the economic or competitive environment might be changing; the company management's execution could be disappointing; or company management has an inappropriate assessment of the company's state and the task at hand.

Principal Risks

Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in management's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunities for greater gain often come with the possibility of a greater risk of loss. Some of the securities in which the Fund invests may, therefore, carry above-average risk compared to the risk of securities found in common stock indices such as the Dow Jones Industrial Average and the S&P 500 ® Index. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

The Fund may invest in companies with mid to small market capitalizations. Such stocks are generally less established and may be more volatile and less liquid than stocks of other companies. Smaller capitalization stocks may be more thinly traded than larger company stocks and consequently may be more volatile. The returns may vary significantly from the overall stock market. In comparison to stocks of companies with larger capitalizations, these companies may have more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes and cyclical, static or moderate growth prospects. Smaller capitalization companies may be more vulnerable to adverse business or market developments than larger-capitalization companies.

The principal risk of investing in value stocks is that they may never reach what the Subadvisor believes is their full value or that they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Since the Fund invests a significant portion of its assets in foreign securities, it will be subject to risks that differ from the risks of investing in securities of U.S. issuers.

These risk factors include:

Some of the securities in which the Fund invests may be issued by companies organized outside the U.S. but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the U.S. but are denominated in U.S. dollars. These securities are subject to some but not all of the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar denominated securities traded in U.S. securities markets.

Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. The higher expenses and costs that may be associated with investments in foreign securities could negatively affect the Fund's total return. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. Risks relating to withholding or other taxes, trading, settlement, custodial and other operational risks, and the loss of stringent investor protection and disclosure standards in some foreign markets may cause the Fund 's share price to be more volatile than that of a U.S.-only Fund .

Changes affecting particular regions or sectors of international markets may also have a significant impact on the Fund .

These risks are likely to be greater in emerging market countries than in countries with developed securities markets and more advanced regulatory regimes. Emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates.

Some of the foreign securities in which the Fund invests may be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund 's assets.

Investments in fixed-income securities are subject to the risk that interest rates could rise, causing the value of the Fund 's fixed-income securities and share price to decline. Longer term bonds and zero coupon bonds are generally more sensitive to interest rate changes than shorter term bonds. Generally, the longer the average maturity of the bonds in a fund, the more a fund's share price will fluctuate in response to interest rate changes. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows how the Fund's performance has varied since inception. The table shows how the Fund's average annual total returns (before and after taxes) for a one year period and since inception compared to those of a broad-based securities market index. Performance figures for Class I shares and Class A shares reflect the historical performance of the Institutional shares and the Class P shares, respectively, each of the Epoch Global Equity Shareholder Yield Fund (the predecessor to the Fund, which was subject to a different fee structure, and for which Epoch served as investment adviser). Absent expense limitations and/or fee waivers/reimbursements that were applicable to the Epoch Global Equity Shareholder Yield Fund, performance would have been lower. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Class C and Investor Class shares of the Fund have no performance history.

As of September 30, 2009, the Class I shares of the Fund had a year to date return of 14.27%.

Annual Returns, Class I Shares

(by calendar year 2006-2008)


Best and Worst Quarterly Returns, Class I Shares
(2006-2008)
Returns Quarter/Year
Highest return/best quarter 10.09% 4Q/06
Lowest return/worst quarter -15.14% 4Q/08
Average Annual Total Returns
(for the periods ended December 31, 2008) 1
1 year Since Inception
MainStay Epoch Global Equity Yield Fund
Return Before Taxes on Distributions
Class A -32.19% -7.19%
Class I -32.10% -2.76%
Return After Taxes on Distributions 2
Class I -33.11% -4.49%
Return After Taxes on Distributions and Sale of Fund Shares 2
Class I -20.68% -2.94%
MSCI World Index 3
(reflects no deductions for fees, expenses, or taxes)
-40.71% -8.22%
BMI World Index 4 -41.08% -8.13%

See disclosure under "Past Performance" for a discussion regarding the use of historical performance. Class I shares (formerly Institutional Class shares of Epoch Global Equity Shareholder Yield Fund) commenced operations on December 27, 2005 and Class A shares (formerly Class P shares of the Epoch Global Equity Shareholder Yield Fund) commenced operations on August 2, 2006.

Calculated using the historical highest individual federal marginal tax rates and does not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares of the Fund. After-tax returns for other share classes may vary.

The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. As of June 2007, the MSCI World Index consisted of the following 23 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The Fund has selected the MSCI World Index as its primary benchmark in replacement of the BMI World Index because it believes the MSCI World Index is more reflective of the Fund's current investment style.

The BMI World Index is an unmanaged index that reflects the stock markets of over 30 countries and over 9,000 securities with values expressed in U.S. dollars. It is not adjusted to reflect deductions for fees, expenses or taxes that the SEC requires to be reflected in the Fund's performance.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The information in the table is based on expenses incurred by Epoch Global Equity Shareholder Yield Fund (the predecessor to the Fund) as of the fiscal year ended December 31, 2008 and has been been adjusted to reflect certain differences in contractual expenses and fees. It is important for investors to understand that a decline in the average net assets of Epoch Global Equity Shareholder Yield Fund or the Fund during the current fiscal year due to recent market declines or other factors could cause the Fund's expense ratios to be higher than the expense information presented. However, due to the contractual expense limitations in place for Class A and Class I shares described in the footnotes to the table below, the Fund's total annual operating expenses, net of reimbursements and waivers, are expected to be the same as the Epoch Global Equity Shareholder Yield Fund as of the closing date of the Reorganization.

Investor Class Class A Class C Class I
Shareholder Fees 1
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) 2 None None 1.00% None
Redemption/Exchange Fee (as a percentage of redemption proceeds) 3 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 4 0.70% 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees 5 0.25% 0.25% 1.00% None
Other Expenses 6 0.28% 0.11% 0.28% 0.11%
Total Annual Fund Operating Expenses 7 1.23% 1.06% 1.98% 0.81%

In addition to the fees described in the table, each shareholder with an account balance of less than $1,000 may be subject to a small account fee. See "Information on Fees - Small Account Fee" for more information.

Generally, Investor Class and Class A shares are not subject to a contingent deferred sales charge upon redemption. A contingent deferred sales charge of 1.00% may be imposed on certain redemptions effected within one year of the date of purchase of Investor Class or Class A shares that were purchased at net asset value. A contingent deferred sales charge of 1.00% may be imposed on redemptions of Class C shares within one year of the date of purchase.

The redemption fee applies to redemptions (including exchanges) of any class of shares made within 60 days of purchase. The fee, where applicable, is deducted from your redemption proceeds and is payable to the Fund. The fee is designed to ensure that the transaction and administrative costs are borne by investors making the short-term transactions and not by long-term shareholders in the Fund. Please see "Redemption Fee" in the in the section entitled "Shareholder Guide" for additional information.

The management fee for the Fund is an annual percentage of the Fund's average net assets.

Because the 12b-1 fee is an ongoing fee charged against the assets of the Fund, long-term shareholders may indirectly pay an amount that is more than the economic equivalent of paying other types of sales charges.

"Other Expenses" include, among other things, fees payable for transfer agency services, which may differ between the classes.

Effective upon the closing date of the Reorganization, New York Life Investments has entered into a written expense limitation agreement, under which it has agreed to reimburse expenses of Class A and Class I shares of the Fund so that the total ordinary operating expenses for Class A and Class I shares of the Fund do not exceed the total annual operating expenses of the Class P and Institutional Class shares of the Fund's predecessor (adjusted to reflect any expense limitation agreements then in effect), respectively, as of the closing date of the Reorganization. New York Life Investments will apply an equivalent waiver or reimbursement, in an amount equal to the amount of basis points waived for Class A shares, to Investor Class and Class C shares of the Fund. This expense cap will be in effect for a two-year period unless extended by New York Life Investments and approved by the Fund's Board of Trustees. New York Life Investments may recoup the amount of any expense reimbursements from the Fund pursuant to this agreement if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within the year in which New York Life Investments incurred the expense.

The term "total ordinary operating expenses" excludes taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and the fees and expenses of any other funds in which the Fund invests.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and reflects what you would pay if you redeemed all your shares at the end of each time period shown or if you continued to hold them. The Example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that all dividends and distributions are reinvested. There is no sales charge (load) on reinvested dividends. Your actual costs may be higher or lower than those shown.

Investor Class Class A Class C Class I
Expenses after Assuming
no
redemption
Assuming
redemption
at the end of
each period
1 year $ 668 $ 652 $ 201 $ 301 $ 83
3 years $ 919 $ 869 $ 621 $ 621 $ 259
5 years $ 1,188 $ 1,103 $ 1,068 $ 1,068 $ 450
10 years $ 1,957 $ 1,773 $ 2,306 $ 2,306 $ 1,002
MainStay Epoch International Small Cap Fund
The MainStay Epoch International Small Cap Fund's investment objective is to seek long-term capital appreciation.

Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objective by investing in a diversified portfolio consisting mostly of equity securities of companies located outside the U.S. Under normal circumstances, the Fund will invest at least 80% of its assets in the equity securities of "small capitalization" companies located outside of the U.S. Equity securities consist of common stock, depositary receipts, and securities convertible into common stock, such as warrants, rights, convertible bonds, debentures and convertible preferred stocks. Typically, a company is considered to be a "small capitalization" company if it has, at the time of purchase by the Fund, a market capitalization that is below $5 billion or in the range of the companies included in the MSCI World ex USA Small Cap Index (which ranged from approximately $26 million to $4 billion as of August 31, 2009). The Fund will normally invest in companies located in at least three countries outside of the United States. A company is considered to be located in a particular country if it: (i) is organized under the laws of the country; (ii) has securities which are principally traded on a stock exchange in the country; (iii) derives at least 50% of its revenues from goods produced or sold, investments made, or services performed in the country; or (iv) maintains at least 50% of its assets in the country. Although the Fund is not subject to any additional geographic requirement, the Fund expects that the majority of its investments will be in the developed markets of Western Europe and Asia. The Fund may invest more than 25% of its assets in securities of companies located in each of the United Kingdom and Japan.

Investment Process

Epoch, the Fund's Subadvisor, utilizes an investment strategy that combines bottom-up stock research and selection with top-down analysis. The Subadvisor seeks securities of companies with solid long-term prospects, attractive valuation comparisons and adequate market liquidity. The stocks the Subadvisor finds attractive generally have valuations lower than the Subadvisor's perception of their fundamental value.

The Subadvisor may sell or reduce a position in a security that otherwise meets its objectives but is deemed less attractive relative to another security on a return/risk basis. The Subadvisor will also sell or reduce a position in a security when it sees the objectives of its investment thesis failing to materialize, or when it believes those objectives have been met and the valuation of the company's shares fully reflect the opportunities once thought unrecognized in the share price. The Subadvisor may believe that objectives are not being met for a number of reasons, such as: the economic or competitive environment might be changing; the company management's execution could be disappointing; or company management has an inappropriate assessment of the company's state and the task at hand.

Principal Risks

Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in management's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunities for greater gain often come with the possibility of a greater risk of loss. Some of the securities in which the Fund invests may, therefore, carry above-average risk compared to the risk of securities found in common stock indices such as the Dow Jones Industrial Average and the S&P 500 ® Index. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

The Fund may invest in companies with mid to small market capitalizations. Such stocks are generally less established and may be more volatile and less liquid than stocks of other companies. Smaller capitalization stocks may be more thinly traded than larger company stocks and consequently may be more volatile. The returns may vary significantly from the overall stock market. In comparison to stocks of companies with larger capitalizations, these companies may have more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes and cyclical, static or moderate growth prospects. Smaller capitalization companies may be more vulnerable to adverse business or market developments than larger-capitalization companies.

Since the Fund invests a significant portion of its assets in foreign securities, it will be subject to risks that differ from the risks of investing in securities of U.S. issuers.

These risk factors include:

Some of the securities in which the Fund invests may be issued by companies organized outside the U.S. but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the U.S. but are denominated in U.S. dollars. These securities are subject to some but not all of the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar denominated securities traded in U.S. securities markets.

Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. The higher expenses and costs that may be associated with investments in foreign securities could negatively affect the Fund's total return. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. Risks relating to withholding or other taxes, trading, settlement, custodial and other operational risks, and the loss of stringent investor protection and disclosure standards in some foreign markets may cause the Fund 's share price to be more volatile than that of a U.S.-only Fund .

Changes affecting particular regions or sectors of international markets may also have a significant impact on the Fund .

These risks are likely to be greater in emerging market countries than in countries with developed securities markets and more advanced regulatory regimes. Emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates.

Some of the foreign securities in which the Fund invests may be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund 's assets.

Convertible securities tend to be subordinate to other debt securities issued by the same company. The total return for a convertible security will be partly dependent upon performance of the underlying common stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings. These companies are more likely to encounter financial difficulties and are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, these securities may be worthless and the Fund could lose its entire investment.

Due to its trading strategies, the Fund may experience a portfolio turnover rate of over 100%. Funds with high turnover rates (over 100%) often have higher transaction costs (which are paid by the Fund) and may generate short-term capital gains (on which you may pay taxes, even if you do not sell any shares by year-end).

Portfolio turnover measures the amount of trading a Fund does during the year.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows how the Fund's performance has varied since inception. The table shows how the Fund's average annual total returns (before and after taxes) for a one year period and since inception compared to those of a broad-based securities market index. Performance figures for Class I shares and Class A shares reflect the historical performance of the Institutional shares and the Class P shares, respectively, each of the Epoch International Small Cap Fund (the predecessor to the Fund, which was subject to a different fee structure, and for which Epoch served as investment adviser). Absent expense limitations and/or fee waivers/reimbursements that were applicable to the Epoch International Small Cap Fund, performance would have been lower. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Class C and Investor Class shares of the Fund have no performance history.

As of September 30, 2009, the Class I shares of the Fund had a year to date return of 43.28%.

Annual Returns, Class I Shares

(by calendar year 2006-2008)


Best and Worst Quarterly Returns, Class I Shares
(2006-2008)
Returns Quarter/Year
Highest return/best quarter 17.68% 1Q/06
Lowest return/worst quarter -26.68% 3Q/08
Average Annual Total Returns
(for the periods ended December 31, 2008) 1
1 year Since Inception
MainStay Epoch International Small Cap Fund
Return Before Taxes on Distributions
Class A -49.01% -14.55%
Class I -48.89% -0.45%
Return After Taxes on Distributions 2
Class I -49.87% -1.91%
Return After Taxes on Distributions and Sale of Fund Shares 2
Class I -31.30% -0.36%
MSCI World Ex. U.S. Small Cap Index 3
(reflects no deductions for fees, expenses, or taxes)
-48.03% -5.42%
S&P EPAC Small Cap Index 4 -46.60% -2.45%

See disclosure under "Past Performance" for a discussion regarding the use of historical performance. Class I shares (formerly Institutional Class shares of Epoch International Small Cap Fund) commenced operations on January 25, 2005 and Class A shares (formerly Class P shares of Epoch International Small Cap Fund) commenced operations on August 2, 2006.

Calculated using the historical highest individual federal marginal tax rates and does not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares of the Fund. After-tax returns for other share classes may vary.

The MSCI World ex U.S. Small Cap Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World ex U.S. Small Cap Index currently consists of the following 22 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. This index is unmanaged and investors cannot invest directly in this index. The Fund has selected the MSCI World ex U.S. Small Cap Index as its primary benchmark index in replacement of the S&P EPAC Small Cap Index because it believes the MSCI World ex U.S. Small Cap Index is more reflective of the Fund's current investment style.

The S&P EPAC Small Cap Index is an unmanaged relative small cap index measuring the performance of a diverse range of global markets including every stock with over $100 million (U.S. dollars) in float adjusted market cap. The S&P EPAC Index is made up of stocks int he bottom 20% market cap of each country. The index is not adjusted to reflect deductions for fees, expenses or taxes that the SEC requires to be reflected in the Fund's performance.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The information in the table is based on expenses incurred by Epoch International Small Cap Fund (the predecessor to the Fund) as of the fiscal year ended December 31, 2008 and has been been adjusted to reflect certain differences in contractual expenses and fees. It is important for investors to understand that a decline in the average net assets of Epoch International Small Cap Fund or the Fund during the current fiscal year due to recent market declines or other factors could cause the Fund's expense ratios to be higher than the expense information presented. However, due to the contractual expense limitations in place for Class A and Class I shares described in the footnotes to the table below, the Fund's total annual operating expenses, net of reimbursements and waivers, are expected to be the same as the Epoch International Small Cap Fund as of the closing date of the Reorganization.

Investor Class Class A Class C Class I
Shareholder Fees 1
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) 2 None None 1.00% None
Redemption/Exchange Fee (as a percentage of redemption proceeds) 3 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 4 1.10% 1.10% 1.10% 1.10%
Distribution and/or Service (12b-1) Fees 5 0.25% 0.25% 1.00% None
Other Expenses 6 0.37% 0.20% 0.37% 0.20%
Total Annual Fund Operating Expenses 7 1.72% 1.55% 2.47% 1.30%

In addition to the fees described in the table, each shareholder with an account balance of less than $1,000 may be subject to a small account fee. See "Information on Fees - Small Account Fee" for more information.

Generally, Investor Class and Class A shares are not subject to a contingent deferred sales charge upon redemption. A contingent deferred sales charge of 1.00% may be imposed on certain redemptions effected within one year of the date of purchase of Investor Class or Class A shares that were purchased at net asset value. A contingent deferred sales charge of 1.00% may be imposed on redemptions of Class C shares within one year of the date of purchase.

The redemption fee applies to redemptions (including exchanges) of any class of shares made within 60 days of purchase. The fee, where applicable, is deducted from your redemption proceeds and is payable to the Fund. The fee is designed to ensure that the transaction and administrative costs are borne by investors making the short-term transactions and not by long-term shareholders in the Fund. Please see "Redemption Fee" in the in the section entitled "Shareholder Guide" for additional information.

The management fee for the Fund is an annual percentage of the Fund's average net assets.

Because the 12b-1 fee is an ongoing fee charged against the assets of the Fund, long-term shareholders may indirectly pay an amount that is more than the economic equivalent of paying other types of sales charges.

"Other Expenses" include, among other things, fees payable for transfer agency services, which may differ between the classes.

Effective upon the closing date of the Reorganization, New York Life Investments has entered into a written expense limitation agreement, under which it has agreed to reimburse expenses of Class A and Class I shares of the Fund so that the total ordinary operating expenses for Class A and Class I shares of the Fund do not exceed the total annual operating expenses of the Class P and Institutional Class shares of the Fund's predecessor (adjusted to reflect any expense limitation agreements then in effect), respectively, as of the closing date of the Reorganization. New York Life Investments will apply an equivalent waiver or reimbursement, in an amount equal to the amount of basis points waived for Class A shares, to Investor Class and Class C shares of the Fund. This expense cap will be in effect for a two-year period unless extended by New York Life Investments and approved by the Fund's Board of Trustees. New York Life Investments may recoup the amount of any expense reimbursements from the Fund pursuant to this agreement if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within the year in which New York Life Investments incurred the expense.

The term "total ordinary operating expenses" excludes taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and the fees and expenses of any other funds in which the Fund invests.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and reflects what you would pay if you redeemed all your shares at the end of each time period shown or if you continued to hold them. The Example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that all dividends and distributions are reinvested. There is no sales charge (load) on reinvested dividends. Your actual costs may be higher or lower than those shown.

Investor Class Class A Class C Class I
Expenses after Assuming
no
redemption
Assuming
redemption
at the end of
each period
1 year $ 715 $ 699 $ 250 $ 350 $ 132
3 years $ 1,062 $ 1,013 $ 770 $ 770 $ 412
5 years $ 1,432 $ 1,348 $ 1,316 $ 1,316 $ 713
10 years $ 2,469 $ 2,294 $ 2,806 $ 2,806 $ 1,568
More About Investment Strategies and Risks
Information about each Fund's principal investments, investment practices and principal risks appears at the beginning of the Prospectus. The information below describes in greater detail the investments, investment practices and other risks pertinent to one or more of the Funds.

Additional information about the investment practices of the Funds and risks pertinent to these practices is included in the Statement of Additional Information ("SAI") (see the back cover of this Prospectus). The following is provided in alphabetical order and not in order of importance.

American Depositary Receipts ("ADRs")

The Fund s may invest in ADRs. ADRs, which are typically issued by a U.S. financial institution (a "depositary"), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. Because ADRs are not denominated in the same currency as the underlying securities into which they may be converted, they are subject to currency risks. In addition, depositary receipts involve many of the same risks of investing directly in foreign securities. Generally, ADRs are considered to be foreign securities.

Debt Securities

The Funds may invest in debt instruments for income or other reasons. Investors buy debt instruments primarily to profit through interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt securities, including (without limitation):

Some debt securities pay interest at fixed rates of return, while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the principal amount that is to be paid at maturity.

The risks involved with investing in debt securities include (without limitation):

Derivative Securities

The Funds may invest in derivative securities, or "derivatives." The value of derivative securities is based on certain underlying equity or fixed-income securities, interest rates, currencies or indices and include options, futures, options on futures and swap agreements. The use of these transactions is a highly specialized activity that involves investment techniques, tax planning and risks that are different from those of ordinary securities transactions. Derivative securities may be hard to sell at an advantageous price or time and typically are very sensitive to changes in the underlying security, interest rate, currency or index. As a result, derivatives can be highly volatile. If the Manager or the Subadvisor is incorrect about its expectations of changes in interest rates or market conditions, the use of derivatives could result in a loss. When using derivatives, there is a risk that a Fund will lose money if the contract counterparty does not make the required payments or otherwise fails to comply with the terms of the contract. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearinghouse. In the event of the bankruptcy or insolvency of a counterparty, the Fund could experience the loss of some or all of its investment or experience delays in liquidating its positions, including declines in the value of its investment during the period in which the Fund seeks to enforce its rights, and an inability to realize any gains on its investment during such period. A Fund may also incur fees and expenses in enforcing its rights. In addition, the leverage associated with inverse floaters, a type of derivative, may result in greater volatility in their market value than other income-producing securities.

As investment companies registered with the SEC, the Funds must "cover" open positions with respect to certain kinds of derivatives instruments.

Equity Securities

Publicly held corporations may raise needed cash by issuing or selling equity securities to investors. When you buy the equity securities of a corporation you become a part owner of the issuing corporation. Equity securities may be bought on stock exchanges, such as the New York Stock Exchange, NASDAQ Stock Market, Inc. ("NASDAQ"), the American Stock Exchange, foreign stock exchanges, or in the over-the-counter market, such as NASDAQ's Over-the-Counter Bulletin Board. There are many different types of equity securities, including (without limitation):

Investors buy equity securities to make money through dividend payments and/or selling them for more than they paid. The risks involved with investing in common stocks and other equity securities include (without limitation):

Foreign Securities

Generally, foreign securities are issued by companies organized outside the U.S. and are traded primarily in markets outside the U.S. Generally, ADRs are considered to be foreign securities. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investments in emerging market countries present risks to a greater degree than those presented by investments in countries with developed securities markets and more advanced regulatory systems.

Many of the foreign securities in which the Funds invest will be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Funds' assets. However, a Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to the U.S. dollar. See "Risk Management Techniques" below.

Illiquid and Restricted Securities

A Fund's investments may include illiquid securities or restricted securities. The principal risk of investing in illiquid and restricted securities is that they may be difficult to sell. Restricted securities are securities that are sold only through negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws. Illiquid securities are securities that have no ready market.

Initial Public Offerings

The Funds may invest in securities that are made available in initial public offerings ("IPOs"). IPO securities may be volatile, and the Funds cannot predict whether investments in IPOs will be successful. As a Fund grows in size, the positive effect of IPO investments on the Fund may decrease.

Investment Policies and Objectives

For some of the Funds, the discussion of Principal Investment Strategy states that the relevant Fund normally invests at least 80% of its assets in a particular type of investment. For these purposes "assets" means the Fund's net assets plus any borrowings for investment purposes. Under normal circumstances, the 80% requirement must be complied with at the time the Fund invests its assets. A Fund that, under normal circumstances, no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, would not have to sell its holdings but would have to make any new investments in such a way as to bring the portfolio more into compliance with the 80% requirement. Where other than normal circumstances exist, a Fund would not be subject to such constraints on new investments.

When the discussion states that a Fund invests primarily in a certain type or style of investment, this means that under normal circumstances the Fund will invest at least 65% of its assets, as described above, in that type or style of investment. Unless otherwise stated, each Fund's investment objective is non-fundamental and may be changed without shareholder approval.

Investments in Technology Sector

Certain Funds intend to invest in competitive sectors of the economy, such as the technology sector. When investing in such sectors, the Funds may invest in companies that are exposed to the risk of increased competition and rapidly changing technology, which can result in the obsolescence of a product or technology.

Lending of Portfolio Securities

All of the Funds may lend their portfolio securities. Portfolio securities may be loaned to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the Board. A risk of lending portfolio securities, as with other extensions of credit, is the possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, the Manager, the Subadvisor, or its agent, will consider all relevant facts and circumstances, including the creditworthiness of the borrower.

Portfolio Turnover

Portfolio turnover measures the amount of trading a Fund does during the year. Due to their trading strategies, certain Funds may experience a portfolio turnover rate of over 100%. The portfolio turnover rate for each Fund is found in the Financial Highlights. The use of certain investment strategies may generate increased portfolio turnover. A Fund with a high turnover rate (at or over 100%) often will have higher transaction costs (which are paid by the Fund) and may generate short-term capital gains (on which you'll pay taxes, even if you don't sell any shares by year-end).

Real Estate Investment Trusts ("REITs")

The Funds may invest in REITs. Investment in REITs carries with it many of the risks associated with direct ownership of real estate, including declines in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults, and are subject to heavy cash flow dependency.

Risk Management Techniques

Various techniques can be used to increase or decrease a Fund's exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.

These practices can be used in an attempt to adjust the risk and return characteristics of a Fund's portfolio of investments. For example, to gain exposure to a particular market, a Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as "hedging." If the Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of a Fund and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

Swap Agreements

Certain Funds may enter into interest rate, credit default, index, equity, and currency exchange rate swap agreements to attempt to obtain a desired return at a lower cost than a direct investment in an instrument yielding that desired return. In a typical swap transaction, two parties agree to exchange the returns (or differentials in rates of returns) earned or realized on particular investments or instruments. For additional information on swaps, see "Derivative Securities" above.

Whether a Fund's use of swap agreements will be successful will depend on whether the Manager or Subadvisor correctly predicts movements in interest rates, indices and currency exchange rates. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. There is a risk that the other party could go bankrupt and the Fund would lose the value of the security it should have received in the swap. See the "Tax Information" section in the SAI for information regarding the tax considerations relating to swap agreements.

Temporary Defensive Investments

In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, each Fund may invest outside the scope of its principal investment strategies. Under such conditions, a Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such conditions, a Fund may invest without limit in cash or money market and other investments.

When-Issued Securities and Forward Commitments

Debt securities are often issued on a when-issued or forward commitment basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the securities take place at a later date. During the period between purchase and settlement, no payment is made by the Fund and no interest accrues to the Fund. There is a risk that the security could be worth less when it is issued than the price the Fund agreed to pay when it made the commitment. Similarly, a Fund may commit to purchase a security at a future date at a price determined at the time of the commitment. The same procedure and risks exist for forward commitments as for when-issued securities.

Shareholder Guide

The following pages are intended to help you understand the costs associated with buying, holding and selling your Fund investments. Please note that shares of the Funds are generally not available for purchase by foreign investors. However, a Fund may allow an investment by a foreign investor if the laws of the investor's juridsiction permit such an investment. Each Fund may choose not to accept an investment from a foreign investor for any reason.

[In order to be eligible to open and maintain an account with the Funds, an investor must be a legal resident of the United States (including the U.S. Virgin Islands and Puerto Rico), unless otherwise approved by the Distributor.

The Distributor and/or the Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains to non-U.S. residents in a check mailed to them; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.]

Before You Invest:
Deciding Which Class of Shares to Buy

This Prospectus offers Investor Class, and Classes A, C and I shares of the Funds. Each share class of a Fund represents an interest in the same portfolio of securities, but each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon how you wish to purchase shares of a Fund and the Fund in which you wish to invest, the share classes available to you may vary.

The decision as to which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial advisor. Important factors to consider include:

As with any business, running a mutual fund involves costs. There are regular Fund operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees. These Fund-wide operating costs are typically paid from the assets of a Fund, and thus, all investors in the Fund indirectly share the costs. These expenses for each Fund are presented earlier in this Prospectus in the tables titled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." As the fee tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, the costs may be allocated differently among the share classes. Most significant among the class-specific costs are:

An important point to keep in mind about 12b-1 fees and shareholder service fees is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See "Information on Fees" in this section for more information about these fees.

In addition to regular Fund operating costs, there are costs associated with an individual investor's transactions and account, such as the compensation paid to your financial advisor for helping you with your investment decisions or redemption fees imposed to discourage short-term trading. The Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption. These charges and fees for each Fund are presented earlier in this Prospectus in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Shareholder Fees." Such charges and fees include:

Distribution and/or service (12b-1) fees, initial sales charges and contingent deferred sales charges are each discussed in more detail in this Shareholder Guide. The following table gives you a summary of the differences among share classes with respect to such fees and other important factors:

Summary of Important Differences Among Share Classes
Investor
Class
Class A Class C Class I
Initial sales charge Yes Yes None None
Contingent
deferred sales
charge
None 1 None 1 1% on sale
of shares
held for
one year or less
None
Ongoing service
and / or distribution
fee (Rule 12b-1
fee)
0.25% 0.25% 0.75% distribution
and 0.25% service
(1.00% total)
None
Redemption fee 2 2.00% 2.00% 2.00% 2.00%
Conversion feature Yes 3 Yes 3 None None
Purchase
maximum 4
None None $1,000,000 None

Except on certain redemptions made without an initial sales charge.

Please see "Information on Fees" in this section for details. Each Fund, except the MainStay Epoch U.S. Equity Fund, imposes a redemption fee.

See the sections in this Prospectus discussing Share Class Considerations and the section entitled "Buying, Selling, Converting and Exchanging Fund Shares -- Conversions Between Share Classes" for more information on the voluntary and/or automatic conversions that apply to each share class.

No sales charge applies on investments of $1 million or more, but a contingent deferred sales charge of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Reduced Sales Charges on Investor Class and Class A Shares - Contingent Deferred Sales Charge: Investor Class and Class A Shares" below.

The following discussion is not intended to be investment advice or a recommendation because each investor's financial situation and considerations are different. Additionally, certain Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial advisor. Generally, however, Investor Class shares or Class A shares are more economical if you intend to invest larger amounts and hold your shares long-term (more than 6 years, for most Funds). Class C shares may be more economical if you intend to hold your shares for a shorter term (6 years or less, for most Funds). Class I shares are the most economical, regardless of amount invested or intended holding period, but are offered only to certain institutional investors or through certain financial intermediary accounts.

Investor Class Share Considerations

Class A Share Considerations

Please note that if you qualify for the $15,000 minimum initial investment, you must maintain aggregate investments of $100,000 or more in the MainStay Funds, regardless of share class, and an account balance at or above $15,000 per Fund to avoid having your account automatically convert into Investor Class shares.

Class A shares received by holders of Class P shares of any of the Epoch Funds in connection with the Reorganizations, or shares obtained through an exchange of those Class A shares or any subsequent purchase, will not be subject to this automatic conversion feature.

Class C Share Considerations

Class I Share Considerations

Investment Minimums and Eligibility Requirements

The following minimums apply if you are investing in the Funds. A minimum initial investment amount may be waived for purchases by the Funds' Board Members and directors and employees of New York Life and its affiliates and subsidiaries. The Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in the Fund. Please contact your investment adviser/plan administrator or the Funds by calling toll free 800-MAINSTAY (624-6782) for more information.

Investor Class Shares

The following minimums apply if you are investing in Investor Class shares of the Funds:

Please note that your Investor Class shares may be converted into Class A shares automatically. See "Investor Class Share Considerations" for more details.

Class A Shares

The following minimums apply if you are investing in Class A shares of the Funds:

Additionally, please note that if you qualify for this exception, you must also maintain the aggregate assets of $100,000 or more invested in any share classes of any of the MainStay Funds and an account balance at or above $15,000 per Fund to avoid having your account automatically convert into Investor Class shares.

Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation's Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; the Funds' Board Members; directors and employees of New York Life and its affiliates; holders of Class P shares of any of the Epoch Funds as of the closing date of the Reorganizations; and subsidiaries and employees of the Funds' Subadvisors are not subject to the minimum investment requirement for Class A shares. Please contact your investment advisor/plan administrator or the Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

Please note that your Class A shares may be converted into Investor Class shares automatically. Please see "Class A Share Considerations" for more details.

Class C Shares

The following minimums apply if you are investing in Class C shares of the Funds:

Class I Shares

The following minimums apply if you are investing in Class I shares of the Funds:

Information on Sales Charges

Investor Class Shares and Class A Shares

The initial sales charge you pay when you buy Investor Class shares or Class A shares differs depending upon the Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares." Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or allocated to your dealer/financial advisor as a concession.

All Funds
Purchase Sales charges 1 as a percentage of Typical dealer concession
amount Offering price Net investment as a % of offering price
Less that $50,000 5.50% 5.82% 4.75%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

No sales charge applies on investments of $1 million or more, but a contingent deferred sales charge of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Reduced Sales Charges on Investor Class and Class A Shares - Contingent Deferred Sales Charge: Investor Class and Class A Shares" below.

Class C Shares

Class C shares are sold without an initial sales charge. However, if Class C shares are redeemed within one year of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class C shares have higher ongoing service and/or distribution fees, and, over time these fees may cost you more than paying an initial sales charge. The Class C share CDSC and the higher ongoing service and/or distribution fees are paid to compensate the Distributor for its expenses in connection with the sale of Class C shares.

Computing Contingent Deferred Sales Charge on Class C

A CDSC may be imposed on redemptions of Class C shares of a Fund, at the rate previously described, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class C account in the Fund to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class C shares in the Fund for the preceding year.

However, no such charge will be imposed to the extent that the net asset value of the Class C shares redeemed does not exceed:

There are exceptions, which are described in the SAI.

Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares

Reducing the Initial Sales Charge on Investor Class Shares and Class A Shares

You may be eligible to buy Investor Class and Class A shares of the Funds at one of the reduced sales charge rates shown in the tables above through a Right of Accumulation or a Letter of Intent, as described below. You may also be eligible for a waiver of the initial sales charge as set forth below. Each Fund reserves the right to modify or eliminate these programs at any time. However, please note the Right of Accumulation or Letter of Intent may only be used to reduce sales charges and may not be used to satisfy investment minimums or to avoid the automatic conversion feature of Investor Class or Class A shares.

A Right of Accumulation allows you to reduce the initial sales charge as shown in the tables above by combining the amount of your current purchase with the current market value of investments made by you, your spouse, and your children under age 21 in Investor Class, Class A, or Class C shares of most MainStay Funds. You may not include investments of previously non-commissioned shares in the MainStay Money Market Fund (which is offered in a separate prospectus), investments in Class I shares, or your interests in any MainStay Fund held through a 401(k) plan or other employee benefit plan. For example, if you currently own $45,000 worth of Class C shares of a MainStay Fund, your spouse owns $50,000 worth of Class C shares of another MainStay Fund, and you wish to invest $15,000 in a Fund, using your Right of Accumulation you can invest that $15,000 in Investor Class or Class A shares (if eligible) and pay the reduced sales charge rate normally applicable to a $110,000 investment. For more information, see "Purchase, Redemption, Exchanges and Repurchase—Reduced Sales Charges" in the SAI.

Where the Right of Accumulation allows you to use prior investments to reach a reduced initial sales charge, a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you, your spouse or children under age 21 intend to make in the near future. A Letter of Intent is a written statement to the Distributor of your intention to purchase Investor Class or Class A shares of one or more MainStay Funds (excluding investments of previously non-commissioned shares in the MainStay Money Market Fund) over a 24-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to Investor Class or Class A shares (if eligible) of the Funds purchased during that period. You can include purchases in Investor Class or Class A shares made up to 90 days before the date of the Letter of Intent. You can also apply a Right of Accumulation to these purchases.

Your Letter of Intent goal must be at least $100,000. Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not meet your intended purchase goal, however, the initial sales charge that you paid on your purchases will be recalculated to reflect the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Funds' Transfer Agent for this purpose. For more information, see "Purchase, Redemption, Exchanges and Repurchase—Letter of Intent" in the SAI.

To receive the reduced sales charge, you must inform the Fund's Distributor of your eligibility and holdings at the time of your purchase if you are buying shares directly from the Funds. If you are buying shares through a financial intermediary firm, you must tell your financial advisor of your eligibility for a Right of Accumulation or a Letter of Intent at the time of your purchase.

To combine shares of eligible MainStay Funds held in accounts at other intermediaries under your Right of Accumulation or a Letter of Intent, you may be required to provide the Distributor or your financial advisor a copy of each account statement showing your current holdings of each eligible MainStay Fund, including statements for accounts held by you, your spouse or your minor children, as described above. The Distributor or intermediary through which you are buying shares will combine the value of all your eligible MainStay Fund holdings based on the current net asset value per share to determine what Investor Class or Class A sales charge rate you may qualify for on your current purchase. If you do not inform the Distributor or your financial advisor of all of the holdings or planned purchases that make you eligible for a sales charge reduction or do not provide requested documentation, you may not receive a discount to which you are otherwise entitled.

More information on Investor Class and Class A share sales charge discounts is available in the SAI (see "Purchase, Redemption, Exchanges and Repurchase") or on the internet at mainstayinvestments.com (under the "Shareholder Services" tab).

"Spouse" with respect to a Right of Accumulation and Letter of Intent is defined as the person to whom you are legally married. We also consider your spouse to include the following: i) an individual of the same gender with whom you have been joined in a civil union or legal contract similar to marriage; ii) a domestic partner, who is an individual (including one of the same gender) to whom you are not related by blood and with whom you have shared a primary residence for at least six months in a relationship as a couple where you, your domestic partner or both of you provide for the personal or financial welfare of the other without a fee; or iii) an individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

Group Benefit Plan Purchases

You will not pay an initial sales charge if you purchase Investor Class shares or Class A shares through a group retirement or other benefit plan (other than IRA plans) that meets certain criteria, including:

However, Investor Class shares or Class A shares purchased through a group retirement or other benefit plan (other than IRA plans) will be subject to a contingent deferred sales charge upon redemption.

Purchases Through Financial Services Firms

You may be eligible for elimination of the initial sales charge if you purchase shares through a financial services firm (such as a broker-dealer, investment advisor or financial institution) that has a contractual arrangement with the Distributor. The Funds have authorized these firms (and other intermediaries that the firms may designate) to accept orders. When an authorized firm or its designee has received your order, it is considered received by the Fund and will be priced at the next computed NAV. Financial services firms may charge transaction fees or other fees and may modify other features such as minimum investment amounts and exchange privileges.

Please read their program materials for any special provisions or additional service features that may apply to investing in the Funds through these firms.

529 Plans

When shares of the Funds are sold to a qualified tuition program operating under Section 529 of the Internal Revenue Code, such a program may purchase Investor Class shares or Class A shares without an initial sales load.

Other Waivers

There are other categories of purchasers who do not pay initial sales charges on Class A shares, such as personnel of the Funds and of New York Life Insurance Company ("New York Life") and its affiliates or shareholders who owned shares of the Service Class of any MainStay Fund as of December 31, 2003. These categories are described in the SAI.

Contingent Deferred Sales Charge on Certain Investor Class and Class A Share Redemptions

If your initial sales charge is eliminated, we may impose a CDSC of 1.00% if you redeem or exchange your shares within one year. The Funds' Distributor may pay a commission to dealers on these purchases from its own resources.

For more information about these considerations, call your financial advisor or the Funds' transfer agent, NYLIM Service Company LLC ("MainStay Investments"), an affiliate of New York Life Investments, toll-free at 800-MAINSTAY (624-6782), and read the information under "Purchase, Redemption, Exchanges and Repurchase" in the SAI.

Information on Fees

Rule 12b-1 Plans

Each Fund has adopted a distribution plan under Rule 12b-1 of the 1940 Act for certain classes of shares pursuant to which service and/or distribution fees are paid to the Distributor. The Investor Class and Class A 12b-1 plans typically provide for payment for distribution or service activities of up to 0.25% of the average annual net assets of Investor Class and Class A shares of the Fund, respectively. The Class C 12b-1 plan provides for payment of both distribution and/or service activities of up to 1.00% of the average annual net assets of Class C shares of the Fund. The distribution fee is intended to pay the Distributor for distribution services, which include any activity or expense primarily intended to result in the sale of Fund shares. The service fee is paid to the Distributor for providing shareholders with personal services and maintaining shareholder accounts. The portion of the 12b-1 fee dedicated to service activities is in addition to the 0.10% of annual net assets paid from the Shareholder Services Plan, with regard to certain classes. The Distributor may pay all or a portion of the 12b-1 fee to your investment professional. Because Rule 12b-1 fees are ongoing, over time they will increase the cost of an investment in the Fund and may cost more than other types of sales charges.

Small Account Fee

Several of the Funds have a relatively large number of shareholders with small account balances. Small accounts adversely impact the cost of providing transfer agency services. In an effort to reduce total transfer agency expenses, the Funds have implemented a small account fee. Each shareholder with an account balance of less than $1,000 will be charged an annual per account fee of $20 (assessed semi-annually, as discussed below). The fee may be deducted directly from your fund balance. This small account fee will not apply to certain types of accounts including:

This small account fee will be deducted in $10 increments on or about March 1st and September 1st of each year. The Funds may, from time to time, consider and implement additional measures to increase average shareholder account size and/or otherwise reduce the cost of transfer agency services. Please contact the Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

Redemption Fee

Each Fund, except for MainStay Epoch U.S. Equity Fund, imposes a redemption fee of 2.00% of the total redemption amount (calculated at market value) on redemptions (including exchanges) of any class of shares made within 60 days of purchase. The redemption fees are received directly by the Fund and are implemented as a 2.00% reduction in the proceeds that would otherwise be received by a redeeming shareholder. The redemption fee is designed to offset transaction and administrative costs associated with, and to discourage certain types of, short-term trading. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. The redemption fee will not apply to shares acquired through the reinvestment of dividends or distributions paid by the Fund. The redemption fee may not apply to redemptions by certain benefit plan accounts such as:

Shares of the MainStay Epoch Global Equity Yield Fund and MainStay Epoch Global Choice Fund received as a result of the Reorganizations will not be subject to this redemption fee for a period of 60 days from the closing date of the relevant Reorganization. However, subsequent purchases of shares by former Epoch Fund shareholders will be subject to this redemption fee, except as described above. Shares of MainStay Epoch International Small Cap Fund received as a result of the Reorganization will be subject to this redemption fee. However, shareholders will be able to count the time that they held their shares of Epoch International Small Cap Fund (the predecessor to MainStay Epoch International Small Cap Fund) towards this holding period.

Also, this redemption fee does not apply on redemptions effected through a MainStay Investments Systematic Withdrawal/Exchange Plan. Please contact us at 800-MAINSTAY (624-6782) if you have questions as to whether the redemption fee applies to some or all of your shares.

Compensation to Dealers

Financial intermediary firms and their associated financial advisors are paid in different ways for the services they provide to the Funds and shareholders. Such compensation may vary depending upon the Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

Although the Funds may use financial firms that sell Fund shares to make transactions for a Fund's portfolio, the Funds, the Manager and any Subadvisor do not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if investment advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisors may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of Fund shares.

For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial advisor. You should review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial advisor.

Buying, Selling, Converting and Exchanging Fund Shares

How to Open Your Account with MainStay Investments

Investor Class, Class A or C Shares

Return your completed MainStay Funds application in good order with a check payable to the MainStay Funds for the amount of your investment to your financial advisor or directly to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. If you place your order by phone, MainStay Investments must receive your completed application and check in good order within three business days. Please note that if you select Class A shares on your application and you are not eligible to invest in Class A shares, we will treat your application as being in good order but will invest you in Investor Class shares of the same Fund. Similarly, if you select Investor Class shares and you are eligible to invest in Class A shares we will treat your application as being in good order but will invest you in Class A shares of the same Fund.

Good order means all the necessary information, signatures and documentation have been fully completed.

Class I Shares

If you are participating in a company savings plan, such as a 401(k) plan, profit sharing plan, defined benefit plan or other employee-directed plan, your company will provide you with the information you need to open an account and buy or sell Class I shares of the Funds.

If you are investing through a financial intermediary firm, the firm will assist you with opening an account. Your financial advisor may place your order by phone. MainStay Investments must receive your completed application and check in good order within three business days.

All Classes

You buy shares at net asset value ("NAV") (plus, for Investor Class and Class A shares, any applicable sales charge). NAV is generally calculated as of the close of regular trading (usually 4:00 pm Eastern time) on the New York Stock Exchange (the "Exchange") every day the Exchange is open. NAV is not calculated on days on which the Exchange is closed. When you buy shares, you must pay the NAV next calculated after MainStay Investments receives your order in good order. Alternatively, MainStay Funds has arrangements with certain financial intermediary firms whereby purchase orders through these entities are considered received in good order when received by the financial intermediary firm together with the purchase price of the shares ordered. The order will then be priced at a Fund's NAV next computed after receipt in good order of the order by these entities. Such financial intermediary firms are responsible for timely transmitting the purchase order to the Funds.

When you open your account, you may also want to choose certain buying and selling options, including transactions by wire. In most cases, these choices can be made later in writing, but it may be quicker and more convenient to decide on them when you open your account.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Funds, or your financial advisor on their behalf, must obtain the following information for each person who opens a new account:

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Conversions Between Share Classes

In addition to any automatic conversion features described above in this Shareholder Guide with respect to Investor Class and Class A shares, you generally may also elect to convert your shares on a voluntary basis into another share class of the same Fund for which you are eligible. However, the following limitations apply:

These limitations do not impact any automatic conversion features described elsewhere in this Shareholder Guide with respect to Investor Class and Class A shares.

To request a voluntary conversion between share classes of the same Fund, you may contact the Fund, either directly or through your financial intermediary firm. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant net asset values of the two classes without the imposition of any sales load, fee or other charge. If you fail to remain eligible for the new share class, you may automatically be converted back to your original share class, or into another share class, if appropriate. Although the Funds expect that a conversion between share classes of the same Fund should not result in the recognition of a gain or loss for tax purposes, you should consult with your own tax adviser with respect to the tax treatment of your investment in a Fund. The Funds may change, suspend or terminate this conversion feature at any time.

Opening Your Account - Individual Shareholders
How Details

By wire:

You or your registered representative should call MainStay Investments toll-free at 800-MAINSTAY (624-6782) to obtain an account number and wiring instructions. Wire the purchase amount to: State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds
    (DDA #99029415)

  • Attn: Custody and Shareholder Services

To buy shares the same day, MainStay Investments must recieve your wired money by 4:00 pm Eastern time.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • Fund Name and Class of shares.

Your bank may charge a fee for the wire transfer.

By phone:

Have your investment professional call MainStay Investments toll-free at

800-MAINSTAY (624-6782)

between 8:00 am and 6:00 pm Eastern time any day the New York Stock Exchange is open. Call before 4:00 pm Eastern time to buy shares at the current day's NAV.

  • MainStay Investments must receive your application and check, payable to MainStay Funds, in good order within three business days. If not, MainStay Investments can cancel your order and hold you liable for costs incurred in placing it.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • Fund name and Class of shares.

By mail:

Return your completed MainStay Funds Application with a check for the amount of your investment to:

MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your checks payable to MainStay Funds.

  • $2,500 minimum for Investor Class and Class C shares.

  • $25,000 minimum for Class A shares ($15,000 for investors with $100,000 or more invested in any of the MainStay Funds).

  • $5 million minimum for Class I shares.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • Fund Name and Class of shares.

Buying additional shares of the Funds - Individual Shareholders
How Details

By wire:

Wire the purchase amount to:
State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds (DDA #99029415)

  • Attn: Custody and Shareholder Services.

To buy shares the same day, MainStay Investments must receive your wired money by 4:00 pm Eastern time.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • Fund name and Class of shares.

Your bank may charge a fee for the wire transfer.

Electronically:

Call, or have your investment professional call MainStay Investments toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the New York Stock Exchange is open to make an ACH purchase.

Call before 4:00 pm Eastern time to buy shares at the current day's NAV; or

Visit us at mainstayinvestments.com.

Eligible investors can purchase shares by using electronic debits from a designated bank account.

  • The maximum ACH purchase amount is $100,000.

By Mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your check payable to MainStay Funds.

  • $50 minimum (for Investor Class and C shares).

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • Fund name and Class of shares.

Selling Shares - Individual Shareholders
How Details

By contacting your financial advisor:

  • You may sell (redeem) your shares through your financial advisor or by any of the methods described below.

By phone:

To receive proceeds by check: Call MainStay Investments toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the New York Stock Exchange is open.

Call before 4:00 pm Eastern time to sell shares at the current day's NAV.

  • Generally, after receiving your sell order by phone, MainStay Investments will send a check to the account owner at the owner's address of record the next business day, although it may take up to seven days to do so. Generally, MainStay Investments will not send checks to addresses on record for 30 days or less.

  • The maximum order MainStay Investments can process by phone is $100,000.

To receive proceeds by wire: Call MainStay Investments toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the New York Stock Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to a designated bank account.

Call before 4:00 pm Eastern time to sell shares at the current day's NAV.

  • Generally, after receiving your sell order by phone, MainStay Investments will send the proceeds by bank wire to your designated bank account the next business day, although it may take up to seven business days to do so. Your bank may charge you a fee to receive the wire transfer.

  • MainStay Investments must have your bank account information on file.

  • There is an $11 fee for wire redemptions, except no fee applies to redemptions of Class I shares.

  • The minimum wire transfer amount is $1,000.

To receive proceeds electronically by ACH: Call MainStay Investments toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the New York Stock Exchange is open.

Call before 4:00 pm Eastern time to sell shares at the current day's NAV.

Visit us at mainstayinvestments.com.

  • Generally, after receiving your sell order by phone, MainStay Investments will send the proceeds by ACH transfer the next business day, although it may take up to seven business days to do so.

  • MainStay Investments must have your bank account information on file.

  • Proceeds may take 2-3 business days to reach your bank account.

  • There is no fee from MainStay Investments for this transaction.

  • The maximum ACH transfer amount is $100,000.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Write a letter of instruction that includes:

  • your name(s) and signature(s);

  • your account number;

  • Fund name and Class of shares; and

  • dollar or share amount you want to sell.

Obtain a Medallion Signature Guarantee or other documentation as required.

There is a $15 fee for Class A shares ($25 fee for Investor Class and Class C shares) for checks mailed to you via overnight service.

By internet:

Please visit mainstayinvestments.com.

General Policies

The following are MainStay Investments' general policies regarding the purchase and sale of Fund shares. Certain retirement plans and/or financial intermediaries may adopt different policies. Consult your plan or account documents for the policies applicable to you.

Buying Shares

Selling Shares

When you buy and sell shares directly from a Fund, you will receive confirmation statements that describe your transaction. For certain systematic transactions, you will receive quarterly confirmation statements. You should review the information in the confirmation statements carefully. If you notice an error, you should call your investment dealer or MainStay Investments immediately. If you or your investment dealer fails to notify MainStay Investments within one year of the transaction, you may be required to bear the costs of correction.

Additional Information

The policies and fees described in this Prospectus govern transactions with the MainStay Funds. If you invest through a third party—bank, broker, 401(k), financial advisor or financial supermarket—there may be transaction fees for, and you may be subject to, different investment minimums or limitations on buying or selling shares. Accordingly, the net yield to investors who purchase through financial intermediaries may be less than the net yield earned by investors who invest in a Fund directly. Consult a representative of your plan or financial institution if in doubt.

From time to time, any of the Funds may close and reopen to new investors or new share purchases at its discretion. Due to the nature of their portfolio investments, certain Funds may be more likely to close and reopen than others. If a Fund is closed, either to new investors or new share purchases, and you redeem your total investment in the Fund, your account will be closed and you will not be able to make any additional investments in the Fund. If a Fund is closed to new investors, you may not exchange shares from other MainStay Funds for shares of that Fund unless you are already a shareholder of such Fund.

Medallion Signature Guarantees

A Medallion Signature Guarantee helps protect against fraud. To protect your account, each Fund and MainStay Investments from fraud, Medallion Signature Guarantees are required to enable MainStay Investments to verify the identity of the person who has authorized redemption proceeds to be sent to a third party or a bank not previously established on the account. Medallion Signature Guarantees are also required for redemptions of $100,000 or more from an account and for share transfer requests. Medallion Signature Guarantees must be obtained from certain eligible financial institutions that are participants in the Securities Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP). Eligible guarantor institutions provide Medallion Signature Guarantees that are covered by surety bonds in various amounts. It is your responsibility to ensure that the Medallion Signature Guarantee that you acquire is sufficient to cover the total value of your transaction(s). If the surety bond amount is not sufficient to cover the requested transaction(s), the Medallion Signature Guarantee will be rejected.

Signature guarantees that are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable. Shareholders may contact MainStay Investments toll-free at 800-MAINSTAY (624-6782) for further details.

Investing for Retirement

You can purchase shares of any of the MainStay Funds for retirement plans providing tax-deferred investments for individuals and institutions. You can use MainStay Funds in established plans or the Distributor may provide the required plan documents for selected plans. A plan document must be adopted for a plan to be in existence.

Custodial services are available for IRA, Roth IRA and Coverdell Education Savings Accounts ("CESA") (previously named Education IRA) as well as SEP and SIMPLE IRA plans. Plan administration is also available for select qualified retirement plans. An investor should consult with his or her tax adviser before establishing any tax-deferred retirement plan.

Not all MainStay Funds are available for all types of retirement plans or through all distribution channels. Please contact the Funds at 800-MAINSTAY (624-6782) for further details.

Purchases-In-Kind

You may purchase shares of a Fund by transferring securities to a Fund in exchange for Fund shares ("in kind purchase"). In kind purchases may be made only upon the Funds' approval and determination that the securities are acceptable investments for the Fund and are purchased consistent with the Fund's procedures relating to in kind purchases.

Redemptions-In-Kind

The Funds reserve the right to pay certain large redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the applicable Fund's portfolio, consistent with the Fund's procedures relating to in-kind redemptions and in accordance with the 1940 Act and rules and interpretations of the SEC thereunder.

The Reinvestment Privilege May Help You Avoid Sales Charges

When you sell shares, you have the right—for 90 days—to reinvest any or all of the money in the same account and class of shares without paying another sales charge (so long as (1) those shares haven't been reinvested once already; (2) your account is not subject to a 60-day block as described in "Excessive Purchases and Redemptions or Exchanges"; and (3) you are not reinvesting your required minimum distribution). If you paid a sales charge when you redeemed you'll receive a pro rata credit for reinvesting in the same account and class of shares.

Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses may, however, be denied and, in some cases, sales charges may not be taken into account in computing gains or losses if the reinvestment privilege is exercised.

Convenient, yes...but not risk-free. Telephone redemption privileges are convenient, but you give up some security. When you sign the application to buy shares, you agree that the Funds will not be liable for following phone instructions that they reasonably believe are genuine. When using the MainStay Audio Response System or the internet, you bear the risk of any loss from your errors unless the Funds or MainStay Investments fails to use established safeguards for your protection. These safeguards are among those currently in place at MainStay Funds:

MainStay Investments and the Funds reserve the right to suspend the MainStay Audio Response System at any time or the system might become inoperable due to technical problems.

Shareholder Services

Automatic Services

Buying or selling shares automatically is easy with the services described below. You select your schedule and amount, subject to certain restrictions. You can set up most of these services on your application by accessing your shareholder account on the internet at mainstayinvestments.com, contacting your financial advisor for instructions, or by calling MainStay Investments toll-free at 800-MAINSTAY (624-6782) for a form.

Systematic Investing—Individual Shareholders Only

MainStay offers four automatic investment plans:

  1. AutoInvest
    If you obtain authorization from your bank, you can automatically debit your designated bank account to:

    • make regularly scheduled investments;

    • and/or purchase shares whenever you choose.

  2. Dividend or capital gains reinvestment
    Automatically reinvest dividends, distributions or capital gains and distributions from one MainStay Fund into the same Fund or the same Class of any other MainStay Fund. Funds established with dividend or capital gains reinvestment must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class.

  3. Payroll deductions
    If your employer offers this option, you can make automatic investments through payroll deduction.

  4. Systematic exchange
    Automatically reinvest a share or dollar amount from one MainStay Fund into any other MainStay Fund. Funds established with a systematic exchange must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class. Please see "Exchanging Shares Among MainStay Funds" for more information.

Systematic Withdrawal Plan—Individual Shareholders Only

Withdrawals must be at least $100. You must have at least $10,000 in your account for Investor Class and Class C shares at the time of the initial request and shares must not be in certificate form. The above minimums are waived for IRA and 403(b)(7) accounts where the systematic withdrawal represents required minimum distributions.

The Funds will not knowingly permit systematic withdrawals if, at the same time, you are making periodic investments.

Exchanging Shares Among MainStay Funds

You exchange shares when you sell all or a portion of shares in one MainStay Fund and use the proceeds to purchase shares of the same class of another MainStay Fund at NAV. Investment minimums and eligibility requirements apply to exchanges. Please note that certain Funds have higher investment minimums. An exchange of shares of one MainStay Fund for shares of another MainStay Fund will be treated as a sale of shares of the first MainStay Fund and as a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxes. You may make exchanges from one MainStay Fund to another by phone. There is also a systematic exchange program that allows you to make regularly scheduled, systematic exchanges from one MainStay Fund to the same class of another MainStay Fund. When you redeem exchanged shares without a corresponding purchase of another MainStay Fund, you may have to pay any applicable contingent deferred sales charge. If you choose to sell Class C shares and then separately buy Investor Class or Class A shares, you may have to pay a deferred sales charge on the Class C shares, as well as pay an initial sales charge on the purchase of Investor Class or Class A shares.

You also may exchange shares of a MainStay Fund for shares of an identical class, if offered, of any series of certain other open-end investment companies sponsored, advised or administered by New York Life Investments or any affiliate thereof, which are offered in separate prospectuses, including:

  • MainStay 130/30 Core Fund

  • MainStay 130/30 Growth Fund

  • MainStay 130/30 High Yield Fund

  • MainStay 130/30 International Fund

  • MainStay Balanced Fund

  • MainStay Capital Appreciation

  • MainStay Cash Reserves Fund

  • MainStay Common Stock Fund

  • MainStay Conservative Allocation Fund

  • MainStay Convertible Fund

  • MainStay Diversified Income Fund

  • MainStay Epoch U.S. All Cap Fund

  • MainStay Floating Rate Fund

  • MainStay Global High Income Fund

  • MainStay Government Fund

  • MainStay Growth Allocation Fund

  • MainStay Growth Equity Fund

  • MainStay High Yield Corporate Bond Fund

  • MainStay ICAP Equity Fund

  • MainStay ICAP Global Fund

  • MainStay ICAP International Fund

  • MainStay ICAP Select Equity Fund

  • MainStay Income Builder Fund

  • MainStay Indexed Bond Fund

  • MainStay Intermediate Term Bond Fund

  • MainStay International Equity Fund

  • MainStay Large Cap Growth Fund

  • MainStay MAP Fund

  • MainStay Mid Cap Growth Fund

  • MainStay Mid Cap Value Fund

  • MainStay Moderate Allocation Fund

  • MainStay Moderate Growth Allocation Fund

  • MainStay Money Market Fund

  • MainStay Principal Preservation Fund

  • MainStay Retirement 2010 Fund

  • MainStay Retirement 2020 Fund

  • MainStay Retirement 2030 Fund

  • MainStay Retirement 2040 Fund

  • MainStay Retirement 2050 Fund

  • MainStay Short Term Bond Fund

  • MainStay S&P 500 Index Fund

  • MainStay Small Company Value Fund

  • MainStay Tax Free Bond Fund

  • MainStay Value Fund

You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new investors unless you are already a shareholder of that Fund. You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new share purchases or not offered for sale in your state.

Selling and exchanging shares may result in a gain or loss and therefore may be subject to taxes. Consult your tax adviser on the consequences.

Before making an exchange request, read the prospectus of the Fund you wish to purchase by exchange. You can obtain a prospectus for any MainStay Fund by contacting your broker, financial advisor or other financial institution or by calling the Funds at 800-MAINSTAY (624-6782).

The exchange privilege is not intended as a vehicle for short term trading, nor are the Funds designed for professional market timing organizations or other entities or individuals that use programmed frequent exchanges in response to market fluctuations. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders (see "Excessive Purchases and Redemptions or Exchanges").

The Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange consistent with the requirements of the 1940 Act and rules and interpretations of the SEC thereunder.

In certain circumstances you may have to pay a sales charge.

In addition, if you exchange Class C shares of a Fund into Class C shares of the MainStay Money Market Fund (which is offered in a separate prospectus) or you exchange Investor Class shares or Class A shares of a Fund subject to the 1.00% CDSC into Investor Class shares or Class A shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC stops until you exchange back into Investor Class, Class A or Class C shares, as applicable, of another MainStay Fund.

When you exchange your shares, you may incur a redemption fee. Please see "Shareholder Guide—Redemption Fee" for more information.

MainStay Investments tries to make investing easy by offering a variety of programs to buy, sell and exchange Fund shares. These programs make it convenient to add to your investment and easy to access your money when you need it.

Excessive Purchases and Redemptions or Exchanges

The Funds are not intended to be used as a vehicle for excessive or short-term trading (such as market timing). The interests of a Fund's shareholders and the Fund's ability to manage its investments may be adversely affected by excessive purchases and redemptions or exchanges of Fund shares over the short term. When large dollar amounts are involved, excessive trading may disrupt efficient implementation of a Fund's investment strategies or negatively impact Fund performance. For example, the Manager or a Fund's Subadvisor might have to maintain more of a Fund's assets in cash or sell portfolio securities at inopportune times to meet unanticipated redemptions. By realizing profits through short-term trading, shareholders that engage in excessive purchases and redemptions or exchanges of Fund shares may dilute the value of shares held by long-term shareholders. Funds investing in securities that are thinly traded, trade infrequently or are relatively illiquid (such as foreign securities, high-yield debt securities and small cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of funds, and thus, may be more vulnerable to the risks associated with such activity. Accordingly, the Funds' Boards have adopted and implemented policies and procedures designed to discourage, detect and prevent frequent purchases and redemptions or exchanges of Fund shares in order to protect long-term Fund shareholders. These policies are discussed more fully below. There is the risk that the Funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. A Fund may change its policies or procedures at any time without prior notice to shareholders.

The Funds reserve the right to restrict, reject or cancel, without prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any investor's financial intermediary firm. Any such rejection or cancellation of an order placed through a financial intermediary will occur, under normal circumstances, within one business day of the financial intermediary transmitting the order to the Funds. In addition, the Funds reserve the right to reject, limit, or impose other conditions (that are more restrictive than those otherwise stated in this prospectus) on purchases or exchanges or to close or otherwise limit accounts based on a history of frequent purchases and redemptions of Fund shares that could adversely affect a Fund or its operations, including those from any individual or group who, in the Funds' judgment, is likely to harm Fund shareholders. Pursuant to the Funds' policies and procedures, a Fund may permit short-term purchases or exchanges that it believes, in the exercise of its judgment, are not disruptive or harmful to the Fund's long-term shareholders. For example, transactions conducted through systematic investment or withdrawal plans and trades within a money market fund are not subject to the surveillance procedures. Exceptions are subject to the advance approval by the Funds' Chief Compliance Officer, among others, and are subject to Board oversight. Apart from trading permitted or exceptions granted in accordance with the Funds' policies and procedures, no Fund accommodates, nor has any arrangement to permit, frequent purchases and redemptions of Fund shares.

The Funds, through MainStay Investments and the Distributor, maintain surveillance procedures to detect excessive or short-term trading in Fund shares. As part of this surveillance process, the Funds examine transactions in Fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. The Funds also may consider the history of trading activity in all accounts known to be under common ownership, control or influence. To the extent identified under these surveillance procedures, a Fund will place a "block" on any account if, during any 60-day period, there is (1) a purchase or exchange into the account following a redemption or exchange from such account or (2) a redemption or exchange from the account following a purchase or exchange into such account. An account that is blocked will not be permitted to place future purchase or exchange requests for an additional 60-day period in that Fund. The Funds may modify their surveillance procedures and criteria from time to time without prior notice, as necessary or appropriate to improve the detection of excessive or short-term trading or to address specific circumstances. In certain instances when deemed appropriate, the Funds may rely on a financial intermediary to apply its market timing procedures to an omnibus account. In certain cases, these procedures may be less restrictive than the Funds' procedures. Routine allocation and rebalancing activities made by certain asset allocation programs, funds-of-funds, or other collective investment strategies may not be subject to the surveillance procedures if the manager of such strategies represent to the satisfaction of the Funds' Chief Compliance Officer that such investment programs and strategies are consistent with the Funds' objective of avoiding disruption due to market timing.

In addition to these measures, the Funds may from time to time impose a redemption fee on redemptions or exchanges of Fund shares made within a certain period of time in order to deter excessive or short-term trading and to offset certain costs associated with such trading, which fee is described under "Information on Fees—Redemption Fee."

While the Funds discourage excessive or short-term trading, there is no assurance that the Funds or their procedures will be able to effectively detect such activity or participants engaging in such activity, or, if it is detected, to prevent its recurrence. The Funds' ability to reasonably detect all such trading may be limited, for example, where the Funds must rely on the cooperation of and/or information provided by financial intermediaries or retirement plans or where the costs of surveillance on certain trading exceeds the anticipated benefit of such surveillance to Fund shareholders.

Determining the Funds' Share Prices ("NAV") and the Valuation of Securities

Fair Valuation and Portfolio Holdings Disclosure

Each Fund generally calculates the value of its investments (also known as its net asset value, or NAV) at the close of regular trading on the New York Stock Exchange (usually 4:00 pm Eastern time) every day the Exchange is open. The Funds do not calculate their NAVs on days on which the Exchange is closed. The net asset value per share for a class of shares is determined by dividing the value of a Fund's net assets attributable to that class by the number of shares of that class outstanding on that day. The value of a Fund's investments is generally based on current market prices. If current market values are not available or, in the judgment of the Manager, do not accurately reflect the fair value of a security, investments will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of a Fund's portfolio securities after the close of trading on the principal markets in which the portfolio securities trade will not be reflected in the calculation of NAV unless the Manager, in consultation with the Subadvisor (if applicable), deems a particular event could materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. A Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. The NAV of a Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

The Board has adopted valuation procedures for the Funds and has delegated day-to-day responsibility for fair value determinations to the Funds' Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The Funds expect to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The Funds may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, fair valuation procedures of certain Funds include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available.

Portfolio Holdings Information

A description of the Funds' policies and procedures with respect to the disclosure of each of the Fund's portfolio securities holdings is available in the Funds' SAI. MainStay Funds will publish quarterly a list of each Fund's ten largest holdings and publish monthly a complete schedule of each Fund's portfolio holdings on the internet at mainstayinvestments.com. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782). Disclosure of each Fund's portfolio holdings is made available as of the last day of each calendar month, no earlier than 30 days after the end of the reported month. In addition, disclosure of each Fund's top ten holdings is made quarterly no earlier than 15 days after the end of each calendar quarter. The Funds' quarterly top ten holdings information is also provided in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report to the SEC on
Form N-Q.

Fund Earnings

Dividends and Interest

Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A mutual fund, however, always pays this income to you as "dividends." The dividends paid by each Fund will vary based on the income from its investments and the expenses incurred by the Fund.

MainStay Investments reserves the right to automatically reinvest dividend distributions of less than $10.00.

When the Funds Pay Dividends

The Funds, except for Global Equity Yield Fund, declare and pay any dividends, to the extent income is available, at least once a year, typically in December. Global Equity Yield Fund declares and pays dividends quarterly. Dividends are normally paid on the last business day of the month after a dividend is declared. However, for administrative reasons, dividends that are to be paid at the end of a calendar quarter may be paid prior to the last business day of the month after a dividend is declared. You begin earning dividends the next business day after MainStay Investments receives your purchase request in good order.

Buy after the dividend payment. Avoid buying shares shortly before a dividend payment. Part of your investment may be returned in the form of a dividend, which may be taxable.

Capital Gains

The Funds earn capital gains when they sell securities at a profit.

How to Take Your Earnings

You may receive your portion of MainStay Fund earnings in one of seven ways. You can make your choice at the time of application, and change it as often as you like by notifying your financial advisor (if permitted) or MainStay Investments directly. The seven choices are:

  1. Reinvest dividends and capital gains in:

    • the same Fund; or

    • another MainStay Fund of your choice (other than a Fund that is closed, either to new investors or to new share purchases).

  2. Take the dividends in cash and reinvest the capital gains in the same Fund.

  3. Take the capital gains in cash and reinvest the dividends in the same Fund.

  4. Take a percentage of dividends or capital gains in cash and reinvest the remainder in the same Fund.

  5. Take dividends and capital gains in cash.

  6. Reinvest all or a percentage of the capital gains in another MainStay Fund (other than a Fund that is closed, either to new investors or to new share purchases) and reinvest the dividends in the original Fund.

  7. Reinvest all or a percentage of the dividends in another MainStay Fund (other than a Fund that is closed, either to new investors or to new share purchases) and reinvest the capital gains in the original Fund.

If you do not make one of these choices on your application, your earnings will be automatically reinvested in the same class of shares of the same Fund.

If you prefer to reinvest dividends and/or capital gains in another Fund, you must first establish an account in that class of shares of the Fund. There is no sales charge on shares purchased through the automatic reinvestment of dividends or capital gains.

Understand the Tax Consequences

Most of Your Earnings are Taxable

Virtually all of the dividends and capital gains distributions you receive from the Funds are taxable, whether you take them as cash or automatically reinvest them. A Fund's realized earnings are taxed based on the length of time a Fund holds its investments, regardless of how long you hold Fund shares. If a Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains and income generated on debt investments and other sources are generally taxed as ordinary income upon distribution. The current long-term capital gains maximum tax rate of 15% is scheduled to increase to 20% after 2010. Earnings of a Fund will generally be a result of capital gains that may be taxed as either long-term capital gains or short-term capital gains (taxed as ordinary income). Earnings generated by interest received on fixed-income securities generally will be a result of income generated on debt investments and will be taxable as ordinary income.

For individual shareholders, a portion of the dividends received from the Funds may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that such Funds receive qualified dividend income from domestic corporations and certain qualified foreign corporations and certain holding period and other requirements are met. The shareholder must also generally satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distribution. For corporate shareholders, a portion of the dividends received from the Blended Funds may qualify for the corporate dividends received deduction. The favorable treatment of any qualified dividend income is scheduled to expire after 2010.

MainStay Investments will mail your tax report each year by February 15. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long-term capital gains.

The Funds may be required to withhold U.S. Federal income tax at the rate of 28% of all taxable distributions payable to you if you fail to provide the Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

Return of Capital

If a Fund's distributions exceed its income and capital gains realized in any year, such excess distributions will constitute a return of capital for federal income tax purposes. A return of capital generally will not be taxable to you at the time of the distribution, but will reduce the cost basis of your shares and result in a higher reported capital gain or a lower reported capital loss when you sell shares.

However, if a Fund has available capital loss carryforwards to offset its capital gains realized in any year, and its distributions exceed its income alone, all or a portion of the excess distributions may not be treated, for tax purposes, as a return of capital, and would be taxable to shareholders as ordinary income.

The Funds will normally distribute any capital gains to shareholders in December.

Exchanges

An exchange of shares of one MainStay Fund for shares of another will be treated as a sale of shares of the first MainStay Fund and a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxation.

Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Do not overlook sales charges. The amount you pay in sales charges reduces gains and increases losses for tax purposes.

Know With Whom You Are Investing

Who Runs the Funds' Day-to-Day Business?

The Board of Trustees of MainStay Funds Trust (the "Board"), oversees the actions of the Manager, the Subadvisor and the Distributor and decides on general policies governing the operations of the Funds. The Board also oversees the Funds' officers, who conduct and supervise the daily business of the Funds.

New York Life Investment Management LLC ("New York Life Investments" or "Manager"), 51 Madison Avenue, New York, New York 10010, serves as the Funds' Manager. In conformity with the stated policies of the Funds, New York Life Investments administers each Fund's business affairs and manages the investment operations of each Fund and the composition of the portfolio of each Fund, subject to the supervision of the Board. The Manager commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life.

The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Funds. The Manager has delegated its portfolio management responsibilities for the Funds to the Subadvisor and is responsible for supervising the Subadvisor in the execution of its responsibilities.

The Manager also pays the salaries and expenses of all personnel affiliated with the Funds, except for the independent members of the Board, and all operational expenses that are not the responsibility of the Funds, including the fees paid to the Subadvisor. Pursuant to a management contract with each Fund, the Manager is entitled to receive fees from each Fund, accrued daily and payable monthly.

As the Funds have not commenced operations as of the date of this prospectus, they have not paid any management fees to New York Life Investments.

Information regarding the Board's approval of the investment management contract and subadvisory contract for each Fund will be found in the Fund's Annual Report for the fiscal year ended December 31, 2009.

The Manager is not responsible for records maintained by the Funds' Subadvisor, custodian, transfer agent or dividend disbursing agent except to the extent expressly provided in the Management Agreement between the Manager and the Fund.

Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Funds. These services include calculating daily net asset values of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective net asset values, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

Who Manages Your Money?

New York Life Investments serves as Manager of the assets of the Funds. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000. New York Life Investments is an indirect, wholly-owned subsidiary of New York Life. As of June 30, 2009, New York Life Investments and its affiliates managed approximately $236 billion in assets.

Section 15(c) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of subadvisors to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Directors/Trustees, to hire or terminate unaffiliated subadvisors and to modify any existing or future sub-advisory agreement with unaffiliated subadvisors without shareholder approval. This authority is subject to certain conditions. Each Fund will notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. Please see the Statement of Additional Information for more information on the Order. The initial sole shareholder of each Fund has approved the manager-of-managers arrangement.

The fees paid to the Subadvisor are paid out of the management fee paid to the Manager and are not additional expenses of each Fund.

Under the supervision of the Manager, the Subadvisor is responsible for making the specific decisions about buying, selling and holding securities; selecting brokers and brokerage firms to trade for them; maintaining accurate records; and, if possible, negotiating favorable commissions and fees with the brokers and brokerage firms for the Funds. For these services, the Subadvisor is paid a monthly fee by the Manager, not the Funds. (See the SAI for a description of fees.)

Epoch Investment Partners, Inc. ("Epoch"), 640 Fifth Avenue, 18th Floor, New York, New York 10019, serves as the Subadvisor to the Funds. Epoch was founded in April 2004 as a Delaware corporation. As of June 30, 2009, the firm managed approximately $7.8 billion in assets.

Portfolio Managers:

The Subadvisor uses a team of portfolio managers and analysts acting together to manage each Fund's investments. The senior members of each Fund's portfolio management team who are jointly and primarily responsible for the Fund's day-to-day management are set forth below.


MainStay Epoch U.S. Equity Fund David Pearl, William Priest and Michael Welhoelter
MainStay Epoch Global Choice Fund William Priest, David Pearl and Michael Welhoelter
MainStay Global Equity Yield Fund Eric Sappenfield, William Priest and Michael Welhoelter
MainStay International Small Cap Fund Emily Baker, William Priest and Michael Welhoelter

Portfolio Manager Biographies:

The following section provides biographical information about each of the Fund's portfolio managers and certain other investment personnel. Additional information regarding the portfolio managers' compensation, other accounts managed by these portfolio managers and their ownership of shares of the Funds each manages is available in the SAI.


Emily Baker Ms. Baker has managed the MainStay Epoch International Small Cap Fund since inception. Ms. Baker joined Epoch in 2007, where she is a key member of both the Non-U.S. and Global investment teams. Prior to joining Epoch, Ms. Baker was a partner with Level Global from 2006 to 2007, a $2 billion hedge fund. Prior to that, she was with Artisan Partners from 2003 to 2006 where she was a key member of the $2.5 billion International Small Cap portfolio team as well as the larger EAFE portfolio team. Prior to Artisan, Ms. Baker held the role of Partner and Managing Director at Chilton Investment Company from 1999 to 2002 where she helped manage European equity portfolios. Prior to Chilton, Ms. Baker served as an analyst at BEA/Credit Suisse Asset Management from 1995 to 1998 where she helped manage $4 billion of European assets. She holds a BA in Economics and MBA in Finance from Vanderbilt University.
David Pearl Mr. Pearl has managed the MainStay Epoch U.S. Equity Fund and the MainStay Epoch Global Choice Fund since inception. Mr. Pearl joined Epoch in 2004. Prior to joining Epoch, Mr. Pearl was a Managing Director and Portfolio Manager at Steinberg Priest & Sloane Capital Management, LLC from 2001 to 2004, where he was responsible for both institutional and private client assets. Previously, he held a similar portfolio management position at ING Furman Selz Asset Management from 1997 to 2001, where he was responsible for $200 million of institutional and private client assets. He also founded and managed Sagacity International Ltd., a long/short hedge fund from 1997 to 2001. Prior to that, he was a Senior Portfolio Manager at Citibank Global Asset Management from 1994 to 1997. While at Citibank Global Asset Management, Mr. Pearl managed over $200 million of mutual fund and institutional accounts, and ranked in the top decile of performance versus his peer group. Prior to Citibank, Mr. Pearl was an officer and senior analyst of BEA Associates, predecessor to Credit Suisse Asset Management – Americas from 1986 to 1989. Mr. Pearl received a BS in Mechanical Engineering from the University of Pennsylvania and an MBA from Stanford University Graduate School of Business.
William Priest, CFA Mr. Priest has managed the Funds since inception. Before founding Epoch Investment Partners in 2004, Mr. Priest was a Co-Managing Partner and Portfolio Manager at Steinberg Priest & Sloane Capital Management, LLC from 2001 to 2004. Prior to joining Steinberg Priest, he was a Member of the Global Executive Committee of Credit Suisse Asset Management (CSAM) from 1997 to 2001, Chairman and Chief Executive Officer of Credit Suisse Asset Management Americas from 1990 to 2001 and CEO and Portfolio Manager of its predecessor firm BEA Associates, which he co-founded in 1972. During his 30 year tenure at BEA and CSAM, Mr. Priest developed the firm into a well-recognized investment manager with over $100 billion under management. He is a CFA charterholder, CPA, and a graduate of Duke University and the University of Pennsylvania's Wharton Graduate School of Business. Mr. Priest is a Director of Globe Wireless, InfraRedX and a Member of the Council on Foreign Relations.
Eric Sappenfield Mr. Sappenfield has managed the MainStay Epoch Global Equity Yield Fund since inception. Prior to joining Epoch in 2006, Mr. Sappenfield was a research analyst at Spear Leads & Kellogg from 2004 to 2006 where he was responsible for credit/risk assessment. Previously, he was a senior analyst at Steinberg Priest & Sloane from 2002 to 2006 focusing on high yield bonds and equities of leveraged companies. Additional experience in his 21 year plus career includes senior analytical roles at The Carlyle Group, Travelers, and Jeffries and Co. Mr. Sappenfield holds a BA degree from Stanford University and an MBA from the University of California, Los Angeles.
Michael Welhoelter, CFA Mr. Welhoelter has managed the Funds since inception. Mr. Welhoelter joined Epoch in 2005. Prior to joining Epoch, Mr. Welhoelter was a Director and Portfolio Manager in the Quantitative Strategies Group at Columbia Management Group, Inc. from 2001 to 2005. In this role, he managed over $5 billion of mutual funds and separately managed portfolios. Prior to joining Columbia Management Group, he was at Credit Suisse Asset Management Group (CSAM) from 1997 to 2001, where he was a portfolio manager in the Structured Equity group, overseeing long/short market neutral and large cap core products. Prior to joining CSAM, he was a portfolio manager and quantitative research analyst at Chancellor/LGT Asset Management from 1986 to 1997. Mr. Welhoelter holds a BA degree in Computer and Information Science from Colgate University. He is a member of the New York Society of Security Analysts and the Society of Quantitative Analysts, and is CFA charterholder.
Financial Highlights

The financial highlights tables are intended to help you understand the Funds' financial performance for the period of the Funds' operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and capital gain distributions and excluding sales charges).

The financial highlights for MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund reflect the historical financial highlights of the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund, each a separate series of The World Funds, Inc. (the "Epoch Funds"), respectively. Upon completion of the reorganizations of the Epoch Funds with and into the Funds, expected on or about November 13, 2009, the Class A and Class I shares of the Funds will assume the performance, financial and other historical information of the Class P shares and Institutional Class shares of the Epoch Funds, respectively.

The information for the fiscal years ended December 31, 2005 through 2008 has been audited by Tait, Weller Baker LLP, whose report, along with the Funds' financial statements (when they were the Epoch Funds), are included in the annual reports of the Epoch Funds, which are available upon request. Information for the fiscal period ended June 30, 2009 is unaudited.

MainStay Epoch U.S. Equity Fund
(Selected per share data and ratios)

February 3,
2009*
through
June 30,
Class A** 2009***(1)
Net asset value at beginning of period $ 10.24
Net investment income (loss) 0.03
Net realized and unrealized gain (loss) on investments 1.35
Total from investment operations 1.38
Less dividends and distributions:
From net investment income _
Total dividends and distributions _
Net asset value at end of period $ 11.62
Total investment return 13.24 %
Ratios (to average net assets) / Supplemental Data: (2)
Net investment income (loss) 0.78 %†
Net expenses (3) 1.34 %†
Portfolio turnover rate 6.10 %
Net assets at end of period (in 000's) $ 21

Commencement of operations.

** 

Class A shares were formerly Class P shares of the Epoch U.S. Large Cap Equity Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Management fee waivers and reimbursement of expenses reduced the expense ratio and increased net investment income ratio by 0.08% for the six months ended June 30, 2009.

(3) 

Expense ratio - net reflects the effect of the management fee waivers and reimbursement of expenses.
Six months
ended
June 30,
December 3,
2008 *
through
December 31,
Class I** 2009***(1) 2008(1)
Net asset value at beginning of period $ 10.85 $ 10.00
Net investment income (loss) 0.06 0.01
Net realized and unrealized gain (loss) on investments 0.71 0.85
Total from investment operations 0.77 0.86
Less dividends and distributions:
From net investment income _ (0.01 )
Total dividends and distributions _ (0.01 )
Net asset value at end of period $ 11.62 $ 10.85
Total investment return 7.10 % 8.59 %
Ratios (to average net assets) / Supplemental Data:(2)
Net investment income (loss) 1.02 %† 1.28 %†
Net expenses (3) 1.09 %† 1.09 %†
Portfolio turnover rate 6.10 % 1.25 %
Net assets at end of period (in 000's) $ 173,786 $ 98,778

Commencement of operations

** 

Class I shares were formerly Institutional Class shares of the Epoch U.S. Large Cap Equity Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Management fee waivers and reimbursement of expenses reduced the expense ratio and increased net investment income ratio by 0.08% for the six months ended June 30, 2009 and 0.07% for the period ended December 31, 2008.

(3) 

Expense ratio - net reflects the effect of the management fee waivers and reimbursement of expenses.

MainStay Epoch Global Choice Fund
(Selected per share data and ratios)

Six months
ended
June 30,
Year ended December 31, August 15,
2006 *
through
December 31,
Class A** 2009***(1) 2008(1) 2007 2006
Net asset value at beginning of period $ 10.84 $ 17.43 $ 16.97 $ 15.31
Net investment income (loss) 0.03 0.02 0.01 (0.01 )
Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.55 (6.58 ) 1.45 1.67
Total from investment operations 0.58 (6.56 ) 1.46 1.66
Less dividends and distributions:
From net investment income -- (0.03 ) (0.01 ) --
From net realized gain on investments -- -- (2) (1.05 ) --
Total dividends and distributions -- (0.03 ) (1.06 ) --
Paid-in capital from redemption fees(3) -- -- (2) 0.06 --
Net asset value at end of period $ 11.42 $ 10.84 $ 17.43 $ 16.97
Ratios (to average net assets) / Supplemental Data: (4)
Total investment return 5.35 % (37.63 %) 8.90 % 10.84 %
Net investment income (loss) 0.54 %† 0.21 % 0.01 % (0.21 %)†
Net expenses (5) 1.54 %† 1.54 % 1.54 % 1.54 %†
Portfolio turnover rate 13.81 % 47.36 % 42.96 % 63.87 %
Net assets at end of period (in 000's) $ 1,061 $ 339 $ 120 $ 142

Commencement of operations

** 

Class A shares were formerly Class P shares of the Epoch U.S. All Cap Equity Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Less than one cent per share.

(3) 

Prior to November 1, 2008, the Fund charged a 2% redemption fee for certain redemptions made within six months of purchase.

(4) 

Management fee waivers reduced the expense ratio and increased net investment income ratio by 0.26% for the six months ended June 30, 2009, 0.21% for the year ended December 31, 2008, 0.41% for the year ended December 31, 2007 and 0.43% for the year ended December 31, 2006.

(5) 

Expense ratio - net reflects the effect of the management fee waivers and reimbursement of expenses.
Six months ended June 30, Year ended December 31, July 25,
2005 *
through
December 31,
Class I** 2009***(1) 2008(1) 2007 2006 2005
Net asset value at beginning of period $ 11.06 $ 17.47 $ 16.99 $ 14.91 $ 15.00
Net investment income (loss) 0.04 0.05 0.04 0.01 -- (2)
Net realized and unrealized gain (loss) on investments 0.57 (6.41 ) 1.54 2.07 (0.09 )
Total from investment operations 0.61 (6.36 ) 1.58 2.08 (0.09 )
Less dividends and distributions:
From net investment income -- (0.05 ) (0.05 ) -- (2) --
From net realized gain on investments -- -- (2) (1.05 ) -- --
Total dividends and distributions -- (0.05 ) (1.10 ) -- --
Paid-in capital from redemption fees(3) -- -- (2) -- -- --
Net asset value at end of period $ 11.67 $ 11.06 $ 17.47 $ 16.99 $ 14.91
Total investment return 5.52 % (36.37 )% 9.27 % 13.96 % 0.60 %
Ratios (to average net assets) / Supplemental Data: (4)
Net investment income (loss) 0.79 %† 0.42 % 0.26 % 0.05 % (0.07 )%†
Net expenses (5) 1.29 %† 1.29 % 1.29 % 1.29 % 1.29 %†
Portfolio turnover rate 13.81 % 47.36 % 42.96 % 63.87 % 16.96 %
Net assets at end of period (in 000's) $ 66,958 $ 56,715 $ 34,911 $ 27,108 $ 14,088

Commencement of operations

** 

Class I shares were formerly Institutional Class shares of the Epoch U.S. All Cap Equity Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Less than one cent per share.

(3) 

Prior to November 1, 2008, the Fund charged a 2% redemption fee for certain redemptions made within six months of purchase.

(4) 

Management fee waivers reduced the expense ratio and increased net investment income ratio by 0.26% for the six months ended June 30, 2009, 0.21% for the year ended December 31, 2008, 0.41% for the year ended December 31, 2007, 0.43% for the year ended December 31, 2006 and 1.26% for the period ended December 31, 2005.

(5) 

Expense ratio - net reflects the effect of the management fee waivers and reimbursement of expenses.

MainStay Epoch Global Equity Yield Fund
(Selected per share data and ratios)

Six months ended June 30, Year ended December 31, August 2,
2006 *
through
December 31,
Class A** 2009***(1) 2008(1) 2007 2006
Net asset value at beginning of period $ 11.52 $ 17.72 $ 17.94 $ 16.00
Net investment income (loss) 0.26 0.59 0.69 0.19
Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.05 ) (6.18 ) 0.79 1.99
Total from investment operations 0.21 (5.59 ) 1.48 2.18
Less dividends and distributions:
From net investment income (0.18 ) (0.48 ) (0.72 ) (0.21 )
From net realized gain on investments -- (0.08 ) (0.99 ) (0.03 )
Return of capital -- (0.05 ) -- --
Total dividends and distributions (0.18 ) (0.61 ) (1.71 ) (0.24 )
Paid-in capital from redemption fees(2) -- -- (3) 0.01 --
Net asset value at end of period $ 11.55 $ 11.52 $ 17.72 $ 17.94
Total investment return 1.83 % (32.19 %) 8.34 % 13.73 %
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 4.78 %† 4.01 % 3.97 % 2.74 %†
Net expenses 1.25 %† 1.18 % 1.16 % 1.30 %†
Portfolio turnover rate 31.61 % 71.64 % 46.95 % 32.40 %
Net assets at end of period (in 000's) $ 23,311 $ 16,480 $ 19,390 $ 1,593

Commencement of operations

** 

Class A shares were formerly Class P shares of the Epoch Global Equity Shareholder Yield Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Prior to November 1, 2008, the Fund charged a 2% redemption fee for certain redemptions made within six months of purchase.

(3) 

Less than one cent per share.
Six months ended June 30, Year ended December 31, December 27,
2005 *
through
December 31,
Class I** 2009***(1) 2008(1) 2007 2006 2005
Net asset value at beginning of period $ 11.53 $ 17.75 $ 18.02 $ 14.92 $ 15.00
Net investment income (loss) 0.27 0.66 0.77 0.63 0.00 (2)
Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.06 ) (6.24 ) 0.72 3.13 (0.08 )
Total from investment operations 0.21 (5.58 ) 1.49 3.76 (0.08 )
Less dividends and distributions:
From net investment income (0.19 ) (0.51 ) (0.77 ) (0.63 ) --
From net realized gain on investments -- (0.08 ) (0.99 ) (0.03 ) --
Return of capital -- (0.05 ) -- -- --
Total dividends and distributions (0.19 ) (0.64 ) (1.76 ) (0.66 ) --
Paid-in capital from redemption fees(3) -- -- (2) -- (2) -- --
Net asset value at end of period $ 11.55 $ 11.53 $ 17.75 $ 18.02 $ 14.92
Total investment return 1.86 % (32.10 )% 8.28 % 25.71 % (0.53 )%
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 5.03 %† 4.40 % 4.21 % 3.88 % (1.10 )%†
Net expenses 1.00 %† 0.93 % 0.91 % 1.05 % 1.10 %(4)(5)†
Portfolio turnover rate 31.61 % 71.64 % 46.95 % 32.40 % 0.00 %
Net assets at end of period (in 000's) $ 332,543 $ 297,513 $ 535,229 $ 272,016 $ 71,432

Commencement of operations

** 

Class I shares were formerly Institutional Class shares of the Epoch Global Equity Shareholder Yield Fund

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Less than one cent per share.

(3) 

Prior to November 1, 2008, the Fund charged a 2% redemption fee for certain redemptions made within six months of purchase.

(4) 

Management fee waivers reduced the expense ration and increased net investment income ratio by 2.49% for the period ended December 31, 2005.

(5) 

Expense ratio - net reflects the effect of the management fee waivers in 2005.

MainStay Epoch International Small Cap Fund
(Selected per share data and ratios)

Six months ended June 30, Year ended December 31, August 2,
2006 *
through
December 31,
Class A** 2009***(1) 2008(1) 2007 2006
Net asset value at beginning of period $ 10.98 $ 23.39 $ 23.49 $ 21.20
Net investment income (loss) 0.08 0.03 (0.04 ) (0.02 )
Net realized and unrealized gain (loss) on investments and foreign currency transactions 1.62 (11.51 ) 3.39 3.63
Total from investment operations 1.70 (11.48 ) 3.35 3.61
Less dividends and distributions:
From net investment income -- -- (0.01 ) -- (2)
From net realized gain on investments -- (0.94 ) (3.48 ) (1.32 )
Total dividends and distributions -- (0.94 ) (3.49 ) (1.32 )
Paid-in capital from redemption fees -- 0.01 0.04 --
Net asset value at end of period $ 12.68 $ 10.98 $ 23.39 $ 23.49
Total investment return 15.48 % (49.01 %) 14.54 % 17.10 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 1.49 %† 0.17 % (0.10 %) (0.41 %)†
Net expenses 1.89 %† 1.74 % 1.70 % 1.80 %†
Portfolio turnover rate 78.68 % 106.91 % 139.73 % 74.83 %
Net assets at end of period (in 000's) $ 1,539 $ 1,098 $ 2,858 $ 268

Commencement of operations

** 

Class A shares were formerly Class P shares of the Epoch International Small Cap Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Less than one cent per share.
Six months ended June 30, Year ended December 31, January 25,
2005 *
through
December 31,
Class I** 2009***(1) 2008(1) 2007 2006 2005
Net asset value at beginning of period $ 11.16 $ 23.77 $ 23.91 $ 18.26 $ 15.00
Net investment income (loss) 0.10 0.06 0.04 (0.01 ) 0.02
Net realized and unrealized gain (loss) on investments and foreign currency transactions 1.70 (11.69 ) 3.31 7.00 3.24
Total from investment operations 1.80 (11.63 ) 3.35 6.99 3.26
Less dividends and distributions:
From net investment income -- (0.04 ) (0.01 ) (0.02 ) --
From net realized gain on investments -- (0.94 ) (3.48 ) (1.32 ) --
Total dividends and distributions -- (0.98 ) (3.49 ) (1.34 ) --
Paid-in capital from redemption fees -- -- (2) -- -- --
Net asset value at end of period $ 12.96 $ 11.16 $ 23.77 $ 23.91 $ 18.26
Total investment return 16.13 % (48.89 )% 14.12 % 38.40 % 21.73 %
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 1.74 %† 0.30 % 0.15 % 0.11 % 0.13 %†
Net expenses 1.71 %† 1.49 % 1.45 % 1.55 % 1.73 %†
Portfolio turnover rate 78.68 % 106.91 % 139.73 % 74.83 % 48.91 %
Net assets at end of period (in 000's) $ 156,373 $ 149,505 $ 451,242 $ 286,841 $ 115,681

Commencement of operations

** 

Class I shares were formerly Institutional Class shares of the Epoch International Small Cap Fund.

*** 

Unaudited.

† 

Annualized.

(1) 

Per share data based on average shares outstanding during the period.

(2) 

Less than one cent per share.

No dealer, salesman or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or the Distributor. This Prospectus and the SAI do not constitute an offer by the Funds or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

Statement of Additional Information

Provides more details about the Funds. The current SAI is incorporated by reference into the Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Funds' investments and include discussions of market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

To obtain information:

More information about the Funds, including the SAI and the Annual/Semi-Annual Reports, is or will be available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com, or write to NYLIFE Distributors LLC, Attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Funds (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds Trust

SEC File Number: 811-22321

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com.

 

 

MAINSTAY FUNDS TRUST

Statement Of Additional Information

MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
Investor Class, Class A, Class C and Class I Shares

November 10, 2009


Although not a prospectus, this Statement of Additional Information (the "SAI") supplements the information contained in the Prospectus dated November 10, 2009 (the "Prospectus") for the Investor Class, Class A, Class C and Class I shares of certain separate investment series (collectively, the "Funds") of the MainStay Funds Trust, a Delaware statutory trust. This SAI is incorporated by reference in, is made a part of, and should be read in conjunction with, the Prospectus. The Prospectus is available without charge by writing to MainStay Funds, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, or by calling toll free 800-MAINSTAY (624-6782) .

No dealer, salesman or any other person has been authorized to give any information or to make any representations, other than those contained in this SAI or in the related Prospectus, in connection with the offer contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by the MainStay Funds Trust or NYLIFE Distributors LLC (the "Distributor"). This SAI and the Prospectus do not constitute an offer by the MainStay Funds Trust or the Distributor to sell, or a solicitation of an offer to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction.

Shareholder inquiries should be made by writing directly to NYLIM Service Company LLC ("NSC" doing business as "MainStay Investments"), the Funds' transfer agent and an affiliate of New York Life Investment Management LLC, P.O. Box 8401, Boston, Massachusetts 02266-8401, or by calling toll free 800-MAINSTAY (624-6782) . In addition, you can make inquiries through your registered representative.

As of the date of this SAI, the MainStay Funds Trust has not yet commenced operations. As a result, the MainStay Funds Trust has no historical financial information.

The financial highlights contained in the prospectus for MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund reflect the historical financial highlights of the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund, series of The World Funds, Inc. (the "Epoch Funds"), respectively. Upon completion of the reorganizations of the Epoch Funds with and into the Funds, expected on or about November 13, 2009, the Class A and Class I shares of the Funds will assume the performance, financial and other historical information of Class P shares and Institutional shares of the Epoch Funds, respectively.

The financial statements of the Epoch Funds, including the financial highlights for the fiscal year ended December 31, 2008, as presented in the 2008 Annual Report to Shareholders and the report to shareholders thereon of Tait, Weller & Baker LLP, an independent registered public accounting firm, appearing therein and the financial highlights of the Epoch Funds, including the financial highlights for the six months ended June 30, 2009, as presented in the 2009 Semi-Annual Report to Shareholders, are incorporated by reference into this SAI. These documents are available, without charge, by calling toll-free 800-MAINSTAY (624-6782) .

Table of Contents

MAINSTAY FUNDS TRUST

1

FUNDAMENTAL INVESTMENT RESTRICTIONS

1

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

2

NON-FUNDAMENTAL POLICIES RELATED TO FUND NAMES

2

INVESTMENT PRACTICES, INSTRUMENTS AND RISKS COMMON TO MULTIPLE FUNDS

2

BOARD MEMBERS AND OFFICERS

41

THE MANAGER, THE SUBADVISOR AND THE DISTRIBUTOR

48

MANAGEMENT AGREEMENT

48

SUBADVISORY AGREEMENT

49

MANAGEMENT AND SUBADVISORY FEES

50

DISTRIBUTION AGREEMENT

50

OTHER SERVICES

52

PROXY VOTING POLICIES AND PROCEDURES

53

PORTFOLIO MANAGERS

56

PORTFOLIO TRANSACTIONS AND BROKERAGE

58

NET ASSET VALUE

60

SHAREHOLDER INVESTMENT ACCOUNT AND SHAREHOLDER TRANSACTIONS

61

HOW TO PURCHASE SHARES OF THE FUNDS FROM MAINSTAY INVESTMENTS

62

TAX-DEFERRED RETIREMENT PLANS

71

TAX INFORMATION

74

OTHER INFORMATION

79

CONTROL PERSONS AND BENEFICIAL SHARE OWNERSHIP OF THE FUNDS

80

MAINSTAY FUNDS TRUST

The MainStay Funds Trust is an open-end management investment company (or mutual fund), organized as a Delaware statutory trust and governed by a Declaration of Trust dated April 8, 2009. The Funds are successors to the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund (collectively, the "Epoch Funds") which were series of a different registered investment company for which Epoch served as investment adviser. If approved by the shareholders of the Epoch Funds at a special meeting expected to be held on or about October 30, 2009:

  • Epoch U.S. Large Cap Equity Fund will merge into MainStay Epoch U.S. Equity Fund;

  • Epoch U.S. All Cap Equity Fund will merge into MainStay Epoch Global Choice Fund;

  • Epoch Global Equity Shareholder Yield Fund will merge into MainStay Epoch Global Equity Yield Fund; and

  • Epoch International Small Cap Fund will merge into MainStay Epoch International Small Cap Fund.

Each of these transactions is referred to as a "Reorganization," and collectively, they are referred to as the "Reorganizations."

New York Life Investment Management LLC ("New York Life Investments" or the "Manager") serves as the investment adviser for the Funds and has entered into a subadvisory agreement with Epoch Investment Partners, Inc. ("Epoch" or the "Subadvisor") to manage the day-to-day portfolio management of the Funds.

FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions for each of the Funds as set forth below are fundamental policies of each Fund, i.e. , they may not be changed with respect to a Fund without shareholder approval. Shareholder approval means approval by the lesser of (1) more than 50% of the outstanding voting securities of the Fund, or (2) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy. Except for those investment policies specifically identified as fundamental in the Prospectus and this SAI, the Funds' investment objectives as described in the Prospectus, and all other investment policies and practices described in the Prospectus and this SAI are non-fundamental and may be changed by the Board without the approval of shareholders.

Unless otherwise indicated, all of the percentage limitations below and the investment restrictions recited in the Prospectus apply to each Fund on an individual basis, and apply only at the time a transaction is entered into. Therefore, a change in the percentage that results from a relative change in values or from a change in a Fund's net assets will not be considered a violation of the Fund's policies or restrictions. "Value" for the purposes of all investment restrictions shall mean the value used in determining a Fund's NAV.

Each Fund:

  1. shall be a "diversified company" as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  2. may borrow money to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  3. may not "concentrate" its investments in a particular industry or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to a Fund's investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities; or (iii) repurchase agreements (collateralized by the instruments described in Clause (ii)).

    For the purposes of this fundamental investment restriction, each Fund may use the industry classifications provided by Bloomberg, L.P., the Morgan Stanley Capital International/Standard & Poor's Global Industry Classification Standard ("GICS") or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry.

  4. may purchase or sell real estate or any interest therein to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  5. may not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  6. may make loans to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  7. may act as an underwriter of securities within the meaning of the 1933 Act, to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  8. may issue senior securities, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

In addition to each Fund's fundamental investment restrictions, the Board Members have voluntarily adopted certain policies and restrictions, set forth below, that are observed in the conduct of the affairs of the Funds. These represent intentions of the Board Members based upon current circumstances. They differ from fundamental investment policies in that the following additional investment restrictions may be changed or amended by action of the Board Members without requiring prior notice to or approval of shareholders.

Unless otherwise indicated, all percentage limitations apply to each Fund on an individual basis, and apply only at the time a transaction is entered into. Accordingly, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in the percentage which results from a relative change in values or from a change in a Fund's net assets will not be considered a violation. With respect to investment in illiquid securities, a Fund will consider taking measures to reduce the holdings of illiquid securities if they exceed the percentage limitation as a result of changes in the values of the securities as if liquid securities have become illiquid.

Under these non-fundamental restrictions, each of the Funds may not:

  • acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

NON-FUNDAMENTAL INVESTMENT POLICIES RELATED TO FUND NAMES

Certain of the Funds have names that suggest that a Fund will focus on a type of investment, within the meaning of Rule 35d-1 of the 1940 Act. MainStay Funds Trust has adopted a non-fundamental policy for each of these Funds to invest at least 80% of the value of its assets (net assets plus the amount of any borrowing for investment purposes) in the particular type of investments suggested by its name. Furthermore, with respect to each of these Funds, MainStay Funds Trust has adopted a policy to provide a Fund's shareholders with at least 60 days' prior notice of any change in the policy of a Fund to invest at least 80% of its assets in the manner described below. The affected Funds and their corresponding 80% policies are as set forth in the table below:

FUND NON-FUNDAMENTAL INVESTMENT POLICY
MainStay Epoch U.S. Equity Fund To invest, under normal circumstances, at least 80% of its assets in equity securities of United States companies.
MainStay Epoch Global Equity Yield Fund To invest, under normal circumstances, at least 80% of its assets in equity securities of dividend-paying companies.
MainStay Epoch International Small Cap Fund To invest, under normal circumstances, at least 80% of its assets in equity securities of small-capitalization companies, as defined in the prospectus of the Fund.

INVESTMENT PRACTICES, INSTRUMENTS AND RISKS COMMON TO MULTIPLE FUNDS

Subject to the limitations set forth herein and in the Prospectus, the Subadvisor may, in its discretion, at any time, employ any of the following practices, techniques or instruments for the Funds. Furthermore, it is possible that certain types of financial instruments or investment techniques described herein may not be available, permissible, economically feasible, or effective for their intended purposes in all markets. Certain practices, techniques, or instruments may not be principal activities of the Funds but, to the extent employed, could from time to time have a material impact on the Funds' performance.

Unless otherwise indicated above, the Funds, may engage in the following investment practices or techniques, subject to the specific limits described in the Prospectus or elsewhere in this SAI. Unless otherwise stated in the Prospectus, investment techniques are discretionary. That means the Manager or the Subadvisor may elect to engage or not engage in the various techniques at its sole discretion. Investors should not assume that any particular discretionary investment technique or strategy will be employed at all times, or ever employed. With respect to some of the investment practices and techniques, Funds that are most likely to engage in a particular investment practice or technique are indicated in the relevant descriptions as Funds that may engage in such practices or techniques.

None of the Funds alone constitutes a complete investment program.

The loss of money is a risk of investing in the Funds. None of the Funds, neither individually nor collectively, is intended to constitute a balanced or complete investment program and the NAV per share of each Fund will fluctuate based on the value of the securities held by each Fund. Each of the Funds is subject to the general risks and considerations associated with investing in mutual funds generally as well as additional risks and restrictions discussed herein.

Special Note Regarding Recent Market Events

Recent events in the financial sector have resulted in an unusually high degree of volatility in the financial markets, both domestic and international. As of the date of this SAI, these events have included, but are not limited to, the U.S. Government's placement of the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC") under conservatorship, the bankruptcy filing of Lehman Brothers Holdings Inc., the U.S. Government's support of American International Group, Inc ("AIG"), reports of credit and liquidity issues involving certain money market mutual funds, and emergency measures taken by the U.S. and foreign governments to ban or restrict short-selling. While entire markets have been impacted, issuers that have exposure to the real estate, mortgage and credit markets have been particularly affected. It is uncertain how long these conditions will continue.

The recent instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Such legislation or regulation could limit or preclude a Fund's ability to achieve its investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. For example, under the Troubled Asset Relief Program ("TARP"), the U.S. Government invested more than $300 billion in financial institutions during 2008 alone. The implications of government ownership and disposition of these assets are unclear, and any such program may have positive or negative effects on the liquidity, valuation and performance of the Funds' portfolio holdings.

In addition to the recent unprecedented turbulence in financial markets, the reduced liquidity in credit and fixed income markets may also negatively affect many issuers worldwide. Illiquidity in these markets may mean that there is less money available to purchase raw materials, goods and services, which may, in turn, bring down the prices of these economic staples. It may also result in issuers having more difficulty obtaining financing and, ultimately, may cause a decline in their stock prices. These events and the potential for continuing market turbulence may have an adverse effect on each Fund.

BORROWING

Each Fund may borrow money to the extent permitted under the 1940 Act, or otherwise limited herein, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time. This borrowing may be unsecured. The 1940 Act precludes a fund from borrowing if, as a result of such borrowing, the total amount of all money borrowed by a fund exceeds 33 1/3% of the value of its total assets (that is, total assets including borrowings, less liabilities exclusive of borrowings) at the time of such borrowings. This means that the 1940 Act requires a fund to maintain continuous asset coverage of 300% of the amount borrowed. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time, and could cause the Fund to be unable to meet certain requirements for qualification as a regulated investment company under the Internal Revenue Code.

Borrowing tends to exaggerate the effect on a Fund's NAV per share of any changes in the market value of the Fund's portfolio securities. Money borrowed will be subject to interest costs, which may or may not be recovered by earnings on the securities purchased. A Fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate.

The SEC takes the position that other transactions that have a leveraging effect on the capital structure of a Fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the Fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements, engaging in mortgage dollar roll transactions, selling securities short (other than short sales "against-the-box"), buying and selling certain derivatives (such as futures contracts), selling (or writing) put and call options, engaging in sale-buybacks, entering into firm-commitment and standby-commitment agreements, engaging in when-issued, delayed-delivery, or forward-commitment transactions, and other trading practices that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing. A borrowing transaction will not be considered to constitute the issuance of a "senior security" by a Fund, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a Fund, if the Fund (1) maintains an offsetting financial position, (2) maintains liquid assets equal (as determined on a daily marked-to-market basis) in value to the Fund's potential economic exposure under the borrowing transaction, or (3) otherwise "covers" the transaction in accordance with applicable SEC guidance (collectively, "covers" the transaction). Liquid assets are maintained to cover "senior securities transactions." The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. A Fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, assets being maintained to cover "senior securities" transactions may not be available to satisfy redemptions or for other purposes.

BRADY BONDS

A Fund may invest a portion of its assets in Brady Bonds. Brady Bonds are sovereign bonds issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral institutions such as the International Monetary Fund ("IMF"). The Brady Plan framework, as it has developed, contemplates the exchange of commercial bank debt for newly issued Brady Bonds. Brady Bonds may also be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. The World Bank and the IMF support the restructuring by providing funds pursuant to loan agreements or other arrangements, which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount. Brady Bonds are not considered U.S. government securities.

Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (primarily the U.S. dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one year's interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to "value recovery payments" in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (1) the collateralized repayment of principal at final maturity; (2) the collateralized interest payments; (3) the uncollateralized interest payments; and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the "residual risk").

Brady Bonds involve various risk factors, including the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as speculative. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause a Fund to suffer a loss of interest or principal on any of its holdings.

COMMERCIAL PAPER

A Fund, may invest in commercial paper if it is rated at the time of investment in the highest ratings category by a nationally recognized statistical ratings organization ("NRSRO"), such as Prime-1 by Moody's or A-1 by S&P, or, if not rated an NRSRO, if the Fund's Manager or Subadvisor determines that the commercial paper is of comparable quality. In addition, certain Funds may invest up to 5% of their total assets in non-investment grade commercial paper if it is rated in the second highest ratings category by an NRSRO, such as S&P or Moody's, or, if unrated, if the Fund's Manager or Subadvisor determines that the commercial paper is of comparable quality.

Commercial paper represents short-term (nine months or less) unsecured promissory notes issued (in bearer form) by banks or bank holding companies, corporations and finance companies. A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information.

CONVERTIBLE SECURITIES

A Fund may invest in securities convertible into common stock or the cash value of a single equity security or a basket or index of equity securities. Such investments may be made, for example, if the Manager or Subadvisor believes that a company's convertible securities are undervalued in the market. Convertible securities eligible for inclusion in the Funds' portfolios include convertible bonds, convertible preferred stocks, warrants or notes or other instruments that may be exchanged for cash payable in an amount that is linked to the value of a particular security, basket of securities, index or indices of securities or currencies.

Convertible securities, until converted, have the same general characteristics as other fixed income securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. By permitting the holder to exchange his investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.

As with all fixed income securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. The unique feature of the convertible security is that as the market price of the underlying common stock declines, a convertible security tends to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible security increasingly reflects the value of the underlying common stock and may rise accordingly. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuer's capital structure.

Holders of fixed income securities (including convertible securities) have a claim on the assets of the issuer prior to the holders of common stock in case of liquidation. However, convertible securities are typically subordinated to similar non-convertible securities of the same issuer. Accordingly, convertible securities have unique investment characteristics because: (1) they have relatively high yields as compared to common stocks; (2) they have defensive characteristics since they provide a fixed return even if the market price of the underlying common stock declines; and (3) they provide the potential for capital appreciation if the market price of the underlying common stock increases.

A convertible security may be subject to redemption at the option of the issuer at a price established in the charter provision or indenture pursuant to which the convertible security is issued. If a convertible security held by a Fund is called for redemption, the Fund will be required to surrender the security for redemption, convert it into the underlying common stock or cash or sell it to a third party.

A Fund may invest in "synthetic" convertible securities. A synthetic convertible security is a derivative position composed of two or more securities whose investment characteristics, taken together, resemble those of traditional convertible securities. Synthetic convertibles are typically offered by financial institutions or investment banks in private placement transactions and are typically sold back to the offering institution. Unlike traditional convertible securities whose conversion values are based on the common stock of the issuer of the convertible security, "synthetic" and "exchangeable" convertible securities are preferred stocks or debt obligations of an issuer which are structured with an embedded equity component whose conversion value is based on the value of the common stocks of two or more different issuers or a particular benchmark (which may include indices, baskets of domestic stocks, commodities, a foreign issuer or basket of foreign stocks, or a company whose stock is not yet publicly traded). The value of a synthetic convertible is the sum of the values of its preferred stock or debt obligation component and its convertible component. Therefore, the values of a synthetic convertible and a true convertible security may respond differently to market fluctuations. In addition, a Fund purchasing a synthetic convertible security may have counterparty (including credit) risk with respect to the financial institution or investment bank that offers the instrument. Purchasing a synthetic convertible security may provide greater flexibility than purchasing a traditional convertible security. Synthetic convertible securities are considered convertible securities for compliance testing purposes.

DEBT SECURITIES

Debt securities may have fixed, variable or floating (including inverse floating) rates of interest. To the extent that a Fund invests in debt securities, it will be subject to certain risks. The value of the debt securities held by a Fund, and thus the NAV of the shares of a Fund, generally will fluctuate depending on a number of factors, including, among others, changes in the perceived creditworthiness of the issuers of those securities, movements in interest rates, the maturity of a Fund's investments, changes in relative values of the currencies in which a Fund's investments are denominated relative to the U.S. dollar, and the extent to which a Fund hedges its interest rate, credit and currency exchange rate risks. Generally, a rise in interest rates will reduce the value of fixed income securities held by a Fund, and a decline in interest rates will increase the value of fixed income securities held by a Fund. Longer term debt securities generally pay higher interest rates than do shorter term debt securities but also may experience greater price volatility as interest rates change.

A Fund's investments in U.S. dollar- or foreign currency-denominated corporate debt securities of domestic or foreign issuers are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments) which meet the credit quality and maturity criteria set forth for the particular Fund. The rate of return or return of principal on some debt obligations may be linked to indices or stock prices or indexed to the level of exchange rates between the U.S. dollar and foreign currency or currencies. Differing yields on corporate fixed-income securities of the same maturity are a function of several factors, including the relative financial strength of the issuers. Higher yields are generally available from securities in the lower rating categories.

Since shares of the Funds represent an investment in securities with fluctuating market prices, the value of shares of each Fund will vary as the aggregate value of the Fund's portfolio securities increases or decreases. Moreover, the value of lower rated debt securities that a Fund purchases may fluctuate more than the value of higher-rated debt securities. Lower-rated debt securities generally carry greater risk that the issuer will default on the payment of interest and principal. Lower-rated fixed income securities generally tend to reflect short term corporate and market developments to a greater extent than higher-rated securities that react primarily to fluctuations in the general level of interest rates. Changes in the value of securities subsequent to their acquisition will not affect cash income or yields to maturity to the Funds but will be reflected in the NAV of the Funds' shares.

Corporate debt securities may bear fixed, contingent, or variable rates of interest and may involve equity features, such as conversion or exchange rights or warrants for the acquisition of stock of the same or a different issuer, participations based on revenues, sales or profits, or the purchase of common stock in a unit transaction (where corporate debt securities and common stock are offered as a unit).

When and if available, debt securities may be purchased at a discount from face value. From time to time, each Fund may purchase securities not paying interest or dividends at the time acquired if, in the opinion of the Manager or Subadvisor, such securities have the potential for future income (or capital appreciation, if any).

Investment grade securities are securities rated at the time of purchase Baa3 or better by Moody's or BBB- or better by S&P or comparable non-rated securities. Non-rated securities will be considered for investment by the Funds when the Manager or Subadvisor believes that the financial condition of the issuers of such obligations and the protection afforded by the terms of the obligations themselves limit the risk to the Funds to a degree comparable to that of rated securities which are consistent with the Funds' objective and policies.

Corporate debt securities with a rating lower than BBB- by S&P, and corporate debt securities rated Baa3 or lower by Moody's, have speculative characteristics, and changes in economic conditions or individual corporate developments are more likely to lead to a weakened capacity to make principal and interest payments than in the case of high grade bonds. If a credit rating agency changes the rating of a portfolio security held by a Fund, the Fund may retain the portfolio security if the Manager or Subadvisor, where applicable, deems it in the best interest of the Fund's shareholders.

The ratings of fixed-income securities by Moody's and S&P are a generally accepted barometer of credit risk. They are, however, subject to certain limitations from an investor's standpoint. The rating of an issuer is heavily weighted by past developments and does not necessarily reflect future conditions. There is frequently a lag between the time a rating is assigned and the time it is updated. In addition, there may be varying degrees of difference in credit risk of securities in each rating category. The Manager or Subadvisor will attempt to reduce the overall portfolio credit risk through diversification and selection of portfolio securities based on considerations mentioned above.

DEPOSITARY RECEIPTS AND REGISTERED DEPOSITARY CERTIFICATES

A Fund may invest in securities of non-U.S. issuers directly or in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), International Depositary Receipts ("IDRs"), Registered Depositary Certificates ("RDCs") or other similar securities representing ownership of securities of non-U.S. issuers held in trust by a bank or similar financial institution. These securities may not necessarily be denominated in the same currency as the securities they represent. Designed for use in U.S., European and international securities markets, as applicable, ADRs, EDRs, GDRs, IDRs and RDCs are alternatives to the purchase of the underlying securities in their national markets and currencies, but are subject to the same risks as the non-U.S. securities to which they relate.

ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. EDRs and IDRs are receipts issued in Europe typically by non-U.S. banking and trust companies that evidence ownership of either foreign or U.S. securities. GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing ownership of the underlying non-U.S. securities. Generally, ADRs, in registered form, are designed for use in U.S. securities markets and EDRs, GDRs, IDRs and RDCs, in bearer form, are designed for use in European and international securities markets. An ADR, EDR, GDR, IDR or RDC may be denominated in a currency different from the currency in which the underlying foreign security is denominated.

EFFECTIVE MATURITY

Certain Funds may use an effective maturity for determining the maturity of their portfolio. Effective maturity means the average expected repayment date of the portfolio taking into account prospective calls, puts and mortgage pre-payments, in addition to the maturity dates of the securities in the portfolio.

EQUITY SECURITIES

Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation's earnings. Preferred stock dividends may be cumulative or noncumulative, participating or auction rate. "Cumulative" dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer's common stock. "Participating" preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject.

EUROCURRENCY INSTRUMENTS

Each Fund may make investments in Eurocurrency instruments. Eurocurrency instruments are futures contracts or options thereon which are linked to the London InterBank Offered Rate ("LIBOR") or to the interbank rates offered in other financial centers. Eurocurrency futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. Each Fund might use Eurocurrency futures contracts and options thereon to hedge against changes in LIBOR and other interbank rates, to which many interest rate swaps and fixed income instruments are linked.

EXCHANGE TRADED FUNDS

To the extent a Fund may invest in securities of other investment companies, the Fund may invest in shares of exchange traded funds ("ETFs"). ETFs are investment companies that trade like stocks. Like stocks, shares of ETFs are not traded at NAV, but may trade at prices above or below the value of their underlying portfolios. The price of an ETF is derived from and based upon the securities held by the ETF. Accordingly, the level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of a traditional common stock, except that the pricing mechanism for an ETF is based on a basket of stocks. Thus, the risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly. A portfolio manager may from time to time invest in ETFs, primarily as a means of gaining exposure for the portfolio to the equity market without investing in individual common stocks, particularly in the context of managing cash flows into the Fund. (See also "Investment Companies.")

Among other types of ETFs, a Fund also may invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs are units of beneficial interest in an investment trust sponsored by a wholly-owned subsidiary of the American Stock Exchange, Inc. (the "AMEX") that represent proportionate undivided interests in a portfolio of securities consisting of substantially all of the common stocks, in substantially the same weighting, as the component common stocks of the S&P 500 ® Index. SPDRs are listed on the AMEX and traded in the secondary market on a per-SPDR basis.

SPDRs are designed to provide investment results that generally correspond to the price and yield performance of the component common stocks of the S&P 500 ® Index. The value of SPDRs is subject to change as the values of their respective component common stocks fluctuate according to the volatility of the market. Investments in SPDRs involves certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of SPDRs invested in by a Fund. Moreover, a Fund's investment in SPDRs may not exactly match the performance of a direct investment in the index to which SPDRs are intended to correspond. For example, replicating and maintaining price and yield performance of an index may be problematic for a Fund due to transaction costs and other Fund expenses.

FLOATING AND VARIABLE RATE SECURITIES

The Funds may invest in floating and variable rate debt instruments. Floating and variable rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations must provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate.

Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities, due to (for example) the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuer's declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or maturity.

The interest rate on a floating rate debt instrument ("floater") is a variable rate that is tied to another interest rate, such as a money-market index or Treasury bill rate. The interest rate on a floater resets periodically, typically every three to six months. While, because of the interest rate reset feature, floaters provide a Fund with a certain degree of protection against rises in interest rates, a Fund will participate in any declines in interest rates as well.

Certain Funds may invest in leveraged inverse floating rate debt instruments ("inverse floaters"). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, the duration of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be determined to be illiquid securities for purposes of a Fund's limitation on investments in such securities.

FOREIGN CURRENCY TRANSACTIONS (FORWARD CONTRACTS)

A foreign currency forward exchange contract (a "forward contract") involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the contract date, at a price set at the time of the contract. These contracts may be used to gain exposure to a particular currency or to hedge against the risk of loss due to changing currency exchange rates. Forward contracts to purchase or sell a foreign currency may also be used by a Fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected. A forward contract generally has no deposit requirement and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the price at which they are buying and selling various currencies. Although these contracts are intended, when used for hedging purposes, to minimize the risk of loss due to a decline in the value of the hedged currencies, they also tend to limit any potential gain which might result should the value of such currencies increase. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, a Fund's foreign currency transactions. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage.

Foreign currency transactions in which a Fund may engage include foreign currency forward contracts, currency exchange transactions on a spot (i.e., cash) basis, put and call options on foreign currencies, and foreign exchange futures contracts.

To the extent that a Fund invests in foreign securities, it may enter into foreign currency forward contracts in order to increase its return by trading in foreign currencies and/or protect against uncertainty in the level of future foreign currency exchange rates. A Fund may also enter into contracts to purchase foreign currencies to protect against an anticipated rise in the U.S. dollar price of securities it intends to purchase and may enter into contracts to sell foreign currencies to protect against the decline in value of its foreign currency-denominated portfolio securities due to a decline in the value of the foreign currencies against the U.S. dollar. In addition, a Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are correlated.

Normally, consideration of fair value exchange rates will be incorporated in a longer-term investment decision made with regard to overall diversification strategies. However, the Manager and the Subadvisor believe that it is important to have the flexibility to enter into such forward contracts when they determine that the best interest of a Fund will be served by entering into such a contract. Set forth below are examples of some circumstances in which a Fund might employ a foreign currency transaction. When a Fund enters into, or anticipates entering into, a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction, a Fund will be able to insulate itself from a possible loss resulting from a change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold and the date on which payment is made or received, although a Fund would also forego any gain it might have realized had rates moved in the opposite direction. This technique is sometimes referred to as a "settlement" hedge or "transaction" hedge.

Another example is when the Manager or Subadvisor believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of a Fund's portfolio securities denominated in such foreign currency. Such a hedge (sometimes referred to as a "position" hedge) will tend to offset both positive and negative currency fluctuations, but will not offset changes in security values caused by other factors. The Fund also may hedge the same position by using another currency (or a basket of currencies) expected to perform in a manner substantially similar to the hedged currency, which may be less costly than a direct hedge. This type of hedge, sometimes referred to as a "proxy hedge", could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated. A proxy hedge entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired, as proxies, and the relationship can be very unstable at times. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. With respect to positions that constitute "transaction" or "position" hedges (including "proxy" hedges), a Fund will not enter into forward contracts to sell currency or maintain a net exposure to such contracts if the consummation of such contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's portfolio securities or other assets denominated in that currency (or the related currency, in the case of a "proxy" hedge).

A Fund also may enter into forward contracts to shift its investment exposure from one currency into another currency that is expected to perform inversely with respect to the hedged currency relative to the U.S. dollar. This type of strategy, sometimes known as a "cross-currency" hedge, will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if the Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. "Cross-currency" hedges protect against losses resulting from a decline in the hedged currency but will cause the Fund to assume the risk of fluctuations in the value of the currency it purchases.

A Fund may also enter into currency transactions to profit from changing exchange rates based upon the Manager's or Subadvisor's assessment of likely exchange rate movements. These transactions will not necessarily hedge existing or anticipated holdings of foreign securities and may result in a loss if the Manager's or Subadvisor's currency assessment is incorrect.

At the consummation of the forward contract, a Fund may either make delivery of the foreign currency or terminate its contractual obligation to deliver the foreign currency by purchasing an offsetting contract obligating it to purchase at the same maturity date the same amount of such foreign currency. If a Fund chooses to make delivery of the foreign currency, it may be required to obtain such currency for delivery through the sale of portfolio securities denominated in such currency or through conversion of other assets of the Fund into such currency. If a Fund engages in an offsetting transaction, the Fund will realize a gain or a loss to the extent that there has been a change in forward contract prices. Closing purchase transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract. Generally, a Fund enters into such forward contracts if it expects that there will be a liquid market in which to close out the contract. However, there can be no assurance that a liquid market will exist in which to close a forward contract, in which case the Fund may suffer a loss.

When a Fund has sold a foreign currency, a similar process would be followed at the consummation of the forward contract. Of course, a Fund is not required to enter into such transactions with regard to its foreign currency-denominated securities and will not do so unless deemed appropriate by the Manager or Subadvisor. A Fund generally will not enter into a forward contract with a term of greater than one year.

In cases of transactions which constitute "transaction" or "settlement" hedges or "position" hedges (including "proxy" hedges) or "cross-currency" hedges that involve the purchase and sale of two different foreign currencies directly through the same foreign currency contract, a Fund may deem its forward currency hedge position to be covered by underlying portfolio securities or may maintain liquid assets in an amount at least equal in value to the Fund's sum of the unrealized gain and loss for each contract. As with forward contracts, liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, a Fund's forward contracts. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. In the case of "anticipatory" hedges and "cross-currency" hedges that involve the purchase and sale of two different foreign currencies indirectly through separate forward currency contracts, the Fund will maintain liquid assets as described above.

With respect to futures contracts and forwards contracts that are contractually required to cash-settle, a Fund is permitted to set aside liquid assets in an amount equal to the Fund's daily marked-to-market net obligations ( i.e. , the Fund's daily net liability) under the contracts, if any, rather than such contracts' full notional value, for senior security purposes. The portion of a Fund's assets invested in futures and forward contracts that are required to cash-settle and in those that do not will vary from time to time, so the Fund's asset segregation requirements will vary accordingly. The Funds reserve the right to modify their asset segregation policies in the future, including modifications to comply with any changes in the positions from time to time articulated by the SEC or its staff regarding asset segregation.

The Manager and Subadvisor believe that active currency management strategies can be employed as an overall portfolio risk management tool. For example, in their view, foreign currency management can provide overall portfolio risk diversification when combined with a portfolio of foreign securities, and the market risks of investing in specific foreign markets can at times be reduced by currency strategies that may not involve the currency in which the foreign security is denominated. However, the use of currency management strategies to protect the value of a Fund's portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities.

While a Fund may enter into forward contracts to reduce currency exchange risks, changes in currency exchange rates may result in poorer overall performance for the Fund than if it had not engaged in such transactions. Exchange rate movements can be large, depending on the currency, and can last for extended periods of time, affecting the value of a Fund's assets. Moreover, there may be an imperfect correlation between a Fund's portfolio holdings of securities denominated in a particular currency and forward contracts entered into by the Fund. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to the risk of currency exchange loss.

The Funds cannot assure that their use of currency management will always be successful. Successful use of currency management strategies will depend on the Manager's or Subadvisor's skill in analyzing currency values. Currency management strategies may substantially change a Fund's investment exposure to changes in currency exchange rates and could result in losses to a Fund if currencies do not perform as the Manager or Subadvisor anticipates. For example, if a currency's value rose at a time when the Manager or Subadvisor had hedged a Fund by selling that currency in exchange for dollars, a Fund would not participate in the currency's appreciation. If the Manager or Subadvisor hedges currency exposure through proxy hedges, a Fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if the Manager or Subadvisor increases a Fund's exposure to a foreign currency and that currency's value declines, a Fund will realize a loss. There is no assurance that the Manager's or Subadvisor's use of currency management strategies will be advantageous to a Fund or that it will hedge at appropriate times. The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the Manager's or Subadvisor's predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave a Fund in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that a Fund will have flexibility to roll-over a foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder. A Fund may hold a portion of its assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

FOREIGN GOVERNMENT AND SUPRANATIONAL ENTITY SECURITIES

A Fund may invest in debt securities or obligations of foreign governments, agencies, and supranational organizations ("Sovereign Debt"). A Fund's portfolio may include government securities of a number of foreign countries or, depending upon market conditions, those of a single country. Investments in Sovereign Debt can involve greater risks than investing in U.S. government securities. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited legal recourse in the event of default.

The Manager's or Subadvisor's determination that a particular country should be considered stable depends on its evaluation of political and economic developments affecting the country as well as recent experience in the markets for government securities of the country. Examples of foreign governments which the Manager or Subadvisor currently consider to be stable, among others, are the governments of Canada, Germany, Japan, Sweden and the United Kingdom. The Manager or Subadvisor do not believe that the credit risk inherent in the obligations of such stable foreign governments is significantly greater than that of U.S. government securities. The percentage of the Fund's assets invested in foreign government securities will vary depending on the relative yields of such securities, the economies of the countries in which the investments are made and such countries' financial markets, the interest rate climate of such countries and the relationship of such countries' currencies to the U.S. dollar. Currency is judged on the basis of fundamental economic criteria ( e.g ., relative inflation levels and trends, growth rate forecasts, balance of payments status and economic policies) as well as technical and political data.

Debt securities of "quasi-governmental entities" are issued by entities owned by either a national, state or equivalent government or are obligations of a political unit that is not backed by the national government's full faith and credit and general taxing powers. Examples of quasi-governmental issuers include, among others, the Province of Ontario and the City of Stockholm. A Fund's portfolio may also include debt securities denominated in European Currency Units of an issuer in a country in which the Fund may invest. A European Currency Unit represents specified amounts of the currencies of certain member states of the European Union.

A "supranational entity" is an entity established or financially supported by the governments of several countries to promote reconstruction, economic development or trade. Examples of supranational entities include the World Bank (International Bank for Reconstruction and Development), the European Investment Bank, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank and the European Coal and Steel Community. Typically, the governmental members, or "stockholders," make initial capital contributions to the supranational entity and may be committed to make additional contributions if the supranational entity is unable to repay its borrowings. There is no guarantee that one or more stockholders of a supranational entity will continue to make any necessary additional capital contributions or otherwise provide continued financial backing to the supranational entity. If such contributions or financial backing are not made, the entity may be unable to pay interest or repay principal on its debt securities. As a result, a Fund might lose money on such investments. In addition, if the securities of a supranational entity are denominated in a foreign currency, the obligations also will bear the risks of foreign currency investments. Securities issued by supranational entities may (or may not) constitute foreign securities for purposes of the Funds depending on a number of factors, including the countries that are members of the entity, the location of the primary office of the entity, the obligations of the members, the markets in which the securities trade, and whether, and to what extent, the performance of the securities is tied closely to the political or economic developments of a particular country or geographic region.

The occurrence of political, social or diplomatic changes in one or more of the countries issuing Sovereign Debt could adversely affect a Fund's investments. Political changes or a deterioration of a country's domestic economy or balance of trade may affect the willingness of countries to service their Sovereign Debt. While the Manager and Subadvisor intend to manage the Funds' portfolios in a manner that will minimize the exposure to such risks, there can be no assurance that adverse political changes will not cause a Fund to suffer a loss of interest or principal on any of its holdings.

FOREIGN INDEX-LINKED INSTRUMENTS

A Fund may invest, subject to compliance with each Fund's limitations applicable to its investment in debt securities, in instruments which have the investment characteristics of particular securities, securities indices, futures contracts or currencies. Such instruments may take a variety of forms, such as debt instruments with interest or principal payments determined by reference to the value of a currency or commodity at a future point in time. For example, a Fund may invest in instruments issued by the U.S. or a foreign government or by private issuers that return principal and/or pay interest to investors in amounts which are linked to the level of a particular foreign index ("foreign index-linked instruments"). Foreign index-linked instruments have the investment characteristics of particular securities, securities indices, futures contracts or currencies. Such instruments may take a variety of forms, such as debt instruments with interest or principal payments determined by reference to the value of a currency or commodity at a future point in time.

A foreign index-linked instrument may be based upon the exchange rate of a particular currency or currencies or the differential between two currencies, or the level of interest rates in a particular country or countries, or the differential in interest rates between particular countries. In the case of foreign index-linked instruments linking the interest component to a foreign index, the amount of interest payable will adjust periodically in response to changes in the level of the foreign index during the term of the foreign index-linked instrument. The risks of such investments would reflect the risks of investing in the index or other instrument the performance of which determines the return for the instrument. Currency-indexed securities may be positively or negatively indexed, meaning their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

FOREIGN SECURITIES

A Fund may invest in U.S. dollar-denominated and non-U.S. dollar-denominated foreign debt and equity securities and in CDs issued by foreign banks and foreign branches of U.S. banks. Securities of issuers within a given country may be denominated in the currency of another country. Each Fund may define "foreign securities" differently but, unless otherwise defined, foreign securities are generally those securities issued by companies organized outside the U.S. and that trade primarily in markets outside the U.S. These foreign securities can be subject to most, if not all, of the risks of foreign investing.

Investors should carefully consider the appropriateness of foreign investing in light of their financial objectives and goals. While foreign markets may present unique investment opportunities, foreign investing involves risks not associated with domestic investing. In many foreign countries, there is less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in the United States. Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Securities denominated in foreign currencies may gain or lose value as a result of fluctuating currency exchange rates. Securities markets in other countries are not always as efficient as those in the U.S. and are sometimes less liquid and more volatile. If foreign securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities. Foreign securities transactions may be subject to higher brokerage and custodial costs than domestic securities transactions.

Certain Funds may also invest in securities of issuers in emerging markets. Securities markets of emerging countries may also have less efficient clearance and settlement procedures than U.S. markets, making it difficult to conduct and complete transactions. Delays in the settlement could result in temporary periods when a portion of a Fund's assets is uninvested and no return is earned thereon. Inability to make intended security purchases could cause a Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities could result either in losses to a Fund due to subsequent declines in value of the portfolio security or, if a Fund has entered into a contract to sell the security, could result in possible liability of a Fund to the purchaser.

Other risks involved in investing in the securities of foreign issuers include differences in accounting, auditing and financial reporting standards; limited publicly available information; the difficulty of assessing economic trends in foreign countries; generally higher commission rates on foreign portfolio transactions; the possibility of nationalization, expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations (which may include suspension of the ability to transfer currency from a country); government interference, including government ownership of companies in certain sectors, wage and price controls, or imposition of trade barriers and other protectionist measures; difficulties in invoking legal process abroad and enforcing contractual obligations; political, social or economic instability which could affect U.S. investments in foreign countries; and potential restrictions on the flow of international capital. Additionally, foreign securities and dividends and interest payable on those securities may be subject to foreign taxes, including foreign withholding taxes, and other foreign taxes may apply with respect to securities transactions. Additional costs associated with an investment in foreign securities may include higher transaction, custody and foreign currency conversion costs. In the event of litigation relating to a portfolio investment, the Funds may encounter substantial difficulties in obtaining and enforcing judgments against non-U.S. resident individuals and companies.

Some securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to U.S.-dollar-denominated securities traded in U.S. securities markets.

Investment in countries with emerging markets presents risks in greater degree than, and in addition to, those presented by investment in foreign issuers in general. Countries with developing markets have economic structures that are less mature. Furthermore, countries with developing markets have less stable political systems and may have high inflation, rapidly changing interest and currency exchange rates, and their securities markets are substantially less developed. The economies of countries with developing markets generally are heavily dependent upon international trade, and, accordingly, have been and may continue to be adversely affected by barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures in the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.

FUTURES TRANSACTIONS

A futures contract is an agreement to buy or sell a security or currency (or to deliver a final cash settlement price in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract), for a set price at a future date. When interest rates are changing and portfolio values are falling, futures contracts can offset a decline in the value of a Fund's current portfolio securities. When interest rates are changing and portfolio values are rising, the purchase of futures contracts can secure better effective rates or purchase prices for the Fund than might later be available in the market when the Fund makes anticipated purchases. For a discussion on Currency Futures, please see "Foreign Currency Transactions (Forward Contracts)" in this section.

In the United States, futures contracts are traded on boards of trade that have been designated as "contract markets" or registered as derivatives transaction execution facilities by the Commodity Futures Trading Commission ("CFTC"). Futures contracts generally trade on these markets through an "open outcry" auction on the exchange floor or through competitive trading on an electronic trading system. Currently, there are futures contracts based on a variety of instruments, indices and currencies, including long-term U.S. Treasury bonds, Treasury notes, GNMA certificates, three-month U.S. Treasury bills, three-month domestic bank CDs, municipal bond indices, individual equity securities and various stock indices. Subject to compliance with applicable CFTC rules, the Funds also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris as long as trading on foreign futures exchanges does not subject a Fund to risks that are materially greater than the risks associated with trading on U.S. exchanges.

Positions taken in the futures markets are not normally held until delivery or final cash settlement is required, but are instead liquidated through offsetting transactions, which may result in a gain or a loss. While futures positions taken by a Fund will usually be liquidated in this manner, the Fund may instead make or take delivery of underlying securities or currencies whenever it appears economically advantageous to the Fund to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing-out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets ("initial margin") as a partial guarantee of its performance under the contract. The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day, as the value of the security, currency or index fluctuates, the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking-to-market." Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily NAV per share, each Fund will mark-to-market its open futures positions. Moreover, each Fund will maintain sufficient liquid assets to cover its obligations under open futures contracts.

The Trust shall file a notice of eligibility under Regulation 4.5 of the Commodity Futures Trading Commission prior to the reorganization of the Epoch Funds into the Funds, such that neither the Trust nor any of the Funds shall be: (i) deemed to be a "commodity pool operator" under the Commodity Exchange Act ("CEA") or (ii) subject to registration or regulation under the CEA.

Futures on Debt Securities. Bond prices are established in both the cash market and the futures market. In the cash market, bonds are purchased and sold with payment for the full purchase price of the bond being made in cash, generally within five business days after the trade. In the futures market, only a contract is made to purchase or sell a bond in the future for a set price on a certain date. Historically, the prices for bonds established in the futures markets have tended to move generally in the aggregate in concert with the cash market prices and have maintained fairly predictable relationships.

Accordingly, a Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of a Fund's securities. A Fund may also enter into such futures contracts as a substitute for the purchase of longer-term securities to lengthen or shorten the average maturity or duration of the Fund's portfolio, and for other appropriate risk management, income enhancement and investment purposes.

For example, a Fund may take a "short" position in the futures market by selling contracts for the future delivery of debt securities held by the Fund (or securities having characteristics similar to those held by the Fund) in order to hedge against an anticipated rise in interest rates that would adversely affect the value of the Fund's investment portfolio. When hedging of this character is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On other occasions, a Fund may take a "long" position by purchasing futures on debt securities. This would be done, for example, when the Fund intends to purchase particular securities and it has the necessary cash, but expects the rate of return available in the securities markets at that time to be less favorable than rates currently available in the futures markets. If the anticipated rise in the price of the securities should occur (with its concomitant reduction in yield), the increased cost to the Fund of purchasing the securities will be offset, at least to some extent, by the rise in the value of the futures position taken in anticipation of the subsequent securities purchase. A Fund could accomplish similar results by selling securities with long maturities and investing in securities with short maturities when interest rates are expected to increase, or by buying securities with long maturities and selling securities with short maturities when interest rates are expected to decline. However, by using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish the same result more easily and more quickly.

Depending upon the types of futures contracts that are available to hedge a Fund's portfolio of securities or portion of a portfolio, perfect correlation between that Fund's futures positions and portfolio positions may be difficult to achieve. Futures contracts do not exist for all types of securities and markets for futures contracts that do exist may, for a variety of reasons, be illiquid at particular times when a Fund might wish to buy or sell a futures contract.

Open futures positions on debt securities will be valued at the most recent settlement price, unless such price does not appear to the Manager or Subadvisor to reflect the fair value of the contract, in which case the positions will be valued by or under the direction of the Board.

Securities Index Futures. A stock index futures contract is an agreement in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific securities index at the close of the last trading day of the contract and the price at which the agreement is made. A securities index futures contract does not require the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract's expiration date a final cash settlement occurs and the futures positions are simply closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the contract is based. A stock index is designed to reflect overall price trends in the market for equity securities.

A Fund may purchase and sell stock index futures to hedge the equity portion of its investment portfolio with regard to market (systematic) risk (involving the market's assessment of overall economic prospects), as distinguished from stock-specific risk (involving the market's evaluation of the merits of the issuer of a particular security) or to gain market exposure to that portion of the market represented by the futures contracts. The Funds may enter into stock index futures to the extent that they have equity securities in their portfolios. Similarly, the Funds may enter into futures on debt securities indices (including the municipal bond index) to the extent they have debt securities in their portfolios. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Fund's ability to invest in foreign currencies, each Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates.

By establishing an appropriate "short" position in securities index futures, a Fund may seek to protect the value of its portfolio against an overall decline in the market for securities. Alternatively, in anticipation of a generally rising market, a Fund can seek to avoid losing the benefit of apparently low current prices by establishing a "long" position in securities index futures and later liquidating that position as particular securities are in fact acquired. To the extent that these hedging strategies are successful, the Fund will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio securities, than would otherwise be the case. A Fund may also purchase futures on debt securities or indices as a substitute for the purchase of longer-term debt securities to lengthen the dollar-weighted average maturity of the Fund's debt portfolio or to gain exposure to particular markets represented by the index.

Options on Futures. For bona fide hedging, risk management and other appropriate purposes, the Funds also may purchase and write call and put options on futures contracts that are traded on exchanges that are licensed and regulated by the CFTC for the purpose of options trading, or, subject to applicable CFTC rules, on foreign exchanges.

A "call" option on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a "long" position) at a specified exercise price at any time before the option expires. Upon the exercise of a "call," the writer of the option is obligated to sell the futures contract (to deliver a "long" position to the option holder) at the option exercise price, which will presumably be lower than the current market price of the contract in the futures market. The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the underlying securities or the currencies in which such securities are denominated. If the futures price at expiration is below the exercise price, the Fund will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the Fund's holdings of securities or the currencies in which such securities are denominated. The purchase of a call option on a futures contract represents a means of hedging against a market advance affecting securities prices or currency exchange rates when the Fund is not fully invested or of lengthening the average maturity or duration of a Fund's portfolio.

A "put" option gives the purchaser the right, in return for the premium paid, to sell a futures contract (assume a "short" position), for a specified exercise price at any time before the option expires. Upon exercise of a "put," the writer of the option is obligated to purchase the futures contract (deliver a "short" position to the option holder) at the option exercise price, which will presumably be higher than the current market price of the contract in the futures market. The writing of a put option on a futures contract is analogous to the purchase of a futures contract. For example, if the Fund writes a put option on a futures contract on debt securities related to securities that the Fund expects to acquire and the market price of such securities increases, the net cost to a Fund of the debt securities acquired by it will be reduced by the amount of the option premium received. Of course, if market prices have declined, the Fund's purchase price upon exercise may be greater than the price at which the debt securities might be purchased in the securities market. The purchase of put options on futures contracts is a means of hedging a Fund's portfolio against the risk of rising interest rates, declining securities prices or declining exchange rates for a particular currency.

When an entity exercises an option and assumes a "long" futures position, in the case of a "call," or a "short" futures position, in the case of a "put," its gain will be credited to its futures margin account, while the loss suffered by the writer of the option will be debited to its account. However, as with the trading of futures, most participants in the options markets do not seek to realize their gains or losses by exercise of their option rights. Instead, the writer or holder of an option will usually realize a gain or loss by buying or selling an offsetting option at a market price that will reflect an increase or a decrease from the premium originally paid.

Depending on the pricing of the option compared to either the futures contract upon which it is based or upon the price of the underlying securities or currencies, it may or may not be less risky than ownership of the futures contract or underlying securities or currencies. In contrast to a futures transaction, in which only transaction costs are involved, benefits received in an option transaction will be reduced by the amount of the premium paid as well as by transaction costs. In the event of an adverse market movement, however, the Fund will not be subject to a risk of loss on the option transaction beyond the price of the premium it paid plus its transaction costs, and may consequently benefit from a favorable movement in the value of its portfolio securities or the currencies in which such securities are denominated that would have been more completely offset if the hedge had been effected through the use of futures. If a Fund writes options on futures contracts, the Fund will receive a premium but will assume a risk of adverse movement in the price of the underlying futures contract comparable to that involved in holding a futures position. If the option is not exercised, the Fund will realize a gain in the amount of the premium, which may partially offset unfavorable changes in the value of securities held by or to be acquired for the Fund. If the option is exercised, the Fund will incur a loss on the option transaction, which will be reduced by the amount of the premium it has received, but which may partially offset favorable changes in the value of its portfolio securities or the currencies in which such securities are denominated.

While the holder or writer of an option on a futures contract may normally terminate its position by selling or purchasing an offsetting option of the same series, a Fund's ability to establish and close out options positions at fairly established prices will be subject to the maintenance of a liquid market. The Funds will not purchase or write options on futures contracts unless the market for such options has sufficient liquidity such that the risks associated with such options transactions are not at unacceptable levels.

Coverage of Futures Contracts and Options on Futures Contracts. A Fund may only enter into futures contracts or related options that are standardized and traded on a U.S. or foreign exchange or board of trade, or similar entity, or quoted on an automatic quotation system. The Funds will not enter into futures contracts to the extent that the market value of the contracts exceed 100% of the Fund's net assets.

When purchasing a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, the Fund may "cover" its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.

When selling a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the contract. Alternatively, the Fund may "cover" its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Fund's custodian).

When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund. When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund.

The requirements for qualification as a regulated investment company also may limit the extent to which a Fund may enter into futures, options on futures or forward contracts. See "Tax Information."

Risks Associated with Futures and Options on Futures Contracts. There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that hedging strategies using futures will be successful. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract, which in some cases may be unlimited. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund's securities being hedged, even if the hedging vehicle closely correlates with a Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, the Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. An incorrect correlation could result in a loss on both the hedged securities or currencies and the hedging vehicle so that the portfolio return might have been better had hedging not been attempted. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and options on securities, including technical influences in futures trading and options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends. It is also possible that, when a Fund has sold single stock futures or stock index futures to hedge its portfolio against a decline in the market, the market may advance while the value of the particular securities held in the Fund's portfolio might decline. If this were to occur, the Fund would incur a loss on the futures contracts and also experience a decline in the value of its portfolio securities. This risk may be magnified for single stock futures transactions, as the Fund's portfolio manager must predict the direction of the price of an individual stock, as opposed to securities prices generally.

Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position. If no liquid market exists, the Fund would remain obligated to meet margin requirements until the position is closed.

In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist. Lack of a liquid market for any reason may prevent the Fund from liquidating an unfavorable position and the Fund would remain obligated to meet margin requirements until the position is closed.

In addition to the risks that apply to all options transactions, there are several special risks relating to options on futures contracts. The ability to establish and close out positions in such options will be subject to the development and maintenance of a liquid market in the options. It is not certain that such a market will develop. Although the Funds generally will purchase only those options and futures contracts for which there appears to be an active market, there is no assurance that a liquid market on an exchange will exist for any particular option or futures contract at any particular time. In the event no such market exists for particular options, it might not be possible to effect closing transactions in such options with the result that a Fund would have to exercise options it has purchased in order to realize any profit and would be less able to limit its exposure to losses on options it has written.

HYBRID INSTRUMENTS AND OTHER CAPITAL SECURITIES

Hybrid Instruments. A hybrid instrument, or hybrid, is a derivative interest in an issuer that combines the characteristics of an equity security and a debt security. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock or other traditional investment, but may also have prominent features that are normally associated with a different type of investment. For example, a hybrid instrument may have an interest rate or principal amount that is determined by an unrelated indicator, such as the performance of a commodity or a securities index. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return and duration management. Because hybrids combine features of two or more traditional investments, and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics. Some of these structural features may include, but are not limited to, structural subordination to the claims of senior debt holders, interest payment deferrals under certain conditions, perpetual securities with no final maturity date, and/or maturity extension risk for callable securities should the issuer elect not to redeem the security at a predetermined call date.

Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S.-dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. There is a risk that, under certain conditions, the redemption value of a hybrid may be zero. Depending on the level of a Fund's investment in hybrids, these risks may cause significant fluctuations in the Fund's NAV. Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds' investments in these products may be subject to limits described below under the heading "Investment Companies."

Other Capital Securities. Other capital securities give issuers flexibility in managing their capital structure. The features associated with these securities are predominately debt like in that they have coupons, pay interest and in most cases have a final stated maturity. There are certain features that give the companies flexibility not commonly found in fixed income securities, which include, but are not limited to, deferral of interest payments under certain conditions and subordination to debt securities in the event of default. But it should be noted that in an event of default the securities would typically be expected to rank senior to common equity. The deferral of interest payments is generally not an event of default for an extended period of time and the ability of the holders of such instruments to accelerate payment under terms of these instruments is generally more limited than other debt securities.

Trust Preferred Securities. Trust preferred securities are typically issued by corporations, generally in the form of interest bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates.

Trust preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. Trust preferred securities have many of the key characteristics of equity due to their subordinated position in an issuer's capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.

ILLIQUID SECURITIES

A Fund may invest in illiquid securities if such purchases at the time thereof would not cause more than 15% of the value of the Fund's net assets to be invested in all such illiquid or not readily marketable assets.

Generally, a security is considered illiquid if it cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. This may include repurchase agreements maturing in more than seven days. Its illiquidity might prevent the sale of such security at a time when the Manager or Subadvisor might wish to sell, and these securities could have the effect of decreasing the overall level of a Fund's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, requiring a Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that a Fund could realize upon disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to the Fund. Under the supervision of the Board, the Manager or Subadvisor determines the liquidity of a Fund's investments; in doing so, the Manager or Subadvisor may consider various factors, including (1) the frequency of trades and quotations, (2) the number of dealers and prospective purchasers, (3) the dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Illiquid securities generally will be valued in such manner, as the Board in good faith deems appropriate to reflect their fair market value.

INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS

Industrial Development Bonds that pay tax-exempt interest are, in most cases, revenue bonds and are issued by, or on behalf of, public authorities to raise money to finance various privately operated facilities for business, manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, and parking. Consequently, the credit quality of these securities depends upon the ability of the user of the facilities financed by the bonds and any guarantor to meet its financial obligations. These bonds are generally not secured by the taxing power of the municipality but are secured by the revenues of the authority derived from payments by the industrial user.

Industrial Development and Pollution Control Bonds, although nominally issued by municipal authorities, are generally not secured by the taxing power of the municipality but are secured by the revenues of the authority derived from payments by the industrial user. Industrial Development Bonds issued after the effective date of the Tax Reform Act of 1986, as well as certain other bonds, are now classified as "private activity bonds." Some, but not all, private activity bonds issued after that date qualify to pay tax-exempt interest.

INITIAL PUBLIC OFFERINGS ("IPOs")

IPOs occur when a company first offers its securities to the public. Although companies can be any age or size at the time of their IPO, they are often smaller and have a limited operating hsitory, which involves a greater potential for the value of their securities to be impaired following the IPO.

Investors in IPOs can be adversely affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. In addition, all of the facotrs that affect stock market performance may have a greater impact on the shares of IPO companies.

The price of a company's securities may be highly unstable at the time of its IPO and for a period thereafter due to market psychology prevailing at the time of the IPO, the absence of a prior public market, the small number of shares available and limited availability of investor information. As a result of this or other factors, the Fund's Adviser might decide to sell an IPO security more quickly than it would otherwise, which may result in a significant gain or loss and greater transaction costs to the Fund. Any gains from shares held for one year or less will be treated as short-term gains, taxable as ordinary income to the Fund's shareholders. In addition, IPO securities may be subject to varying patterns of trading volume and may, at times, be difficult to sell without an unfavorable impact on prevailing prices.

The effect of an IPO investment can have a magnified impact on the Fund's performance when the Fund's asset base is small. Consequently, IPOs may constitute a significant portion of the Fund's returns particularly when the Fund is small. Since the number of securities issued in an IPO is limited, it is likely that IPO securities will represent a small component of the Fund's assets as it increases in size and therefore have a more limited effect on the Fund's performance.

There can be no assurance that IPOs will continue to be available for the Fund to purchase. The number or quality of IPOs available for purchase by the Fund may vary, decrease or entirely disappear. In some cases, the Fund may not be able to purchase IPOs at the offering price, but may have to purcahse the shares in the aftermarket at a price greatly exceeding the offering price, making it more difficult for the Fund to realize a profit.

INVESTMENT COMPANIES

A Fund may invest in securities of other investment companies, including business development companies, subject to limitations prescribed by the 1940 Act and any applicable investment restrictions described in the Fund's prospectus and SAI. Among other things, the 1940 Act limitations prohibit a Fund from (1) acquiring more than 3% of the voting shares of an investment company, (2) investing more than 5% of the Fund's total assets in securities of any one investment company, and (3) investing more than 10% of the Fund's total assets in securities of all investment companies. These restrictions may not apply to certain investments in money market funds. Each Fund indirectly will bear its proportionate share of any management fees and other expenses paid by the investment companies in which the Fund invests in addition to the fees and expenses the Fund bears directly in connection with its own operations. These securities represent interests in professionally managed portfolios that may invest in various types of instruments pursuant to a wide range of investment styles. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve duplicative management and advisory fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their NAV per share. Others are continuously offered at NAV per share but may also be traded in the secondary market. In addition, no Fund may acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

LENDING OF PORTFOLIO SECURITIES

A Fund may lend portfolio securities to certain broker-dealers and institutions to the extent permitted by the 1940 Act, as modified or interpreted by regulatory authorities having jurisdiction, from time to time, in accordance with procedures adopted by the Board. By lending its securities, a Fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would belong to the Fund. Such loans must be secured by collateral in cash or U.S. government securities maintained on a current basis in an amount at least equal to 100% of the current market value of the securities loaned. The Fund may call a loan and obtain the securities loaned at any time generally on less than five days' notice. For the duration of a loan, the Fund would continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and would also receive compensation from the investment of the collateral. The Fund would not, however, have the right to vote any securities having voting rights during the existence of the loan, but the Fund would call the loan in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. MainStay Funds Trust, on behalf of certain of the Funds, prior to the reorganization of the Epoch Funds into the Funds, shall enter into an agency agreement with State Street Bank and Trust Company ("State Street"), which acts as the Funds' agent in making loans of portfolio securities, and short-term money market investments of the cash collateral received, subject to the supervision and control of the Manager or Subadvisor, as the case may be.

As with other extensions of credit, there are risks of delay in recovery of, or even loss of rights in, the collateral should the borrower of the securities fail financially or breach its agreement with a Fund. The Fund also bears the risk that the borrower may fail to return the securities in a timely manner or at all, either because the borrower fails financially or for other reasons. The Fund could experience delays and costs in recovering the loaned securities or in gaining access to and liquidating the collateral, which could result in actual financial loss and which could interfere with portfolio management decisions or the exercise of ownership rights in the loaned securities. However, the loans would be made only to firms deemed by the Manager or Subadvisor or their agent to be creditworthy and when the consideration that can be earned currently from securities loans of this type, justifies the attendant risk. If the Manager or Subadvisor, as the case may be, determines to make securities loans, it is intended that the value of the securities loaned will not exceed 33 1/3% of the value of the total assets of the lending Fund.

Subject to exemptive relief granted to the Funds from certain provisions of the 1940 Act, the Funds, subject to certain conditions and limitations, are permitted to invest cash collateral and uninvested cash in one or more money market funds that are affiliated with the Funds.

MASTER LIMITED PARTNERSHIPS ("MLPs")

Certain companies are organized as MLPs in which ownership interests are publicly traded. MLPs often own several properties or businesses (or directly own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in a MLP) are not involved in the day-to-day management of the partnership. They are allocated income and capital gains associated with the partnership project in accordance with the terms established in the partnership agreement. The risks of investing in a MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be less protections afforded investors in a MLP than investors in a corporation. Additional risks involved with investing in a MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES

Each Fund may buy mortgage-related and other asset-backed securities. Typically, mortgage-related securities are interests in pools of residential or commercial mortgage loans or leases, including mortgage loans made by S&L institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations (see "Mortgage Pass-Through Securities").

Like other fixed-income securities, when interest rates rise, the value of a mortgage-related security generally will decline. However, when interest rates are declining, the value of a mortgage-related security with prepayment features may not increase as much as other fixed-income securities. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers and the creditworthiness of the parties involved. The ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Fund's Manager or Subadvisor to forecast interest rates and other economic factors correctly. Some securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. These securities may also be subject to prepayment risk and, if the security has been purchased at a premium, the amount of the premium would be lost in the event of prepayment.

The Funds, to the extent permitted in the Prospectus, may also invest in debt securities that are secured with collateral consisting of mortgage-related securities (see "Collateralized Mortgage Obligations"), and in other types of mortgage-related securities. While principal and interest payments on some mortgage-related securities may be guaranteed by the U.S. government, government agencies or other guarantors, the market value of such securities is not guaranteed.

Generally, a Fund will invest in mortgage-related (or other asset-backed) securities either (1) issued by U.S. government-sponsored corporations such as the GNMA, FHLMC, and FNMA, or (2) privately issued securities rated Baa3 or better by Moody's or BBB- or better by S&P or, if not rated, of comparable investment quality as determined by the Fund's investment adviser. In addition, if any mortgage-related (or other asset-backed) security is determined to be illiquid, a Fund will limit its investments in these and other illiquid instruments subject to a Fund's limitation on investments in illiquid securities.

Recently, rating agencies have placed on credit watch or downgraded the ratings previously assigned to a large number of mortgage-related securities (which may include certain of the mortgage-related securities in which certain of the Funds may have invested or may in the future invest), and may continue to do so in the future. If a mortgage-related security in which the Fund is invested is placed on credit watch or downgraded, the value of the security may decline and the Fund may experience losses.

Further, the recent and unprecedented disruption in the residential mortgage-related securities market (and in particular, the "subprime" residential mortgage market), the broader mortgage-related securities market and the asset-backed securities market have resulted in downward price pressures and increasing foreclosures and defaults in residential and commercial real estate. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the mortgage market and a declining real estate market have contributed to increased volatility and diminished expectations for the economy and markets going forward, and have contributed to dramatic declines in the housing market, with falling home prices and increasing foreclosures and unemployment, and significant asset write-downs by financial institutions. The continuation or worsening of this general economic downturn may lead to further declines in income from, or the value of, real estate, including the real estate which secures the mortgage-related securities held by certain of the Funds. Additionally, a lack of credit liquidity and decreases in the value of real property have occurred and may continue to occur or worsen, and potentially prevent borrowers from refinancing their mortgages, which may increase the likelihood of default on their mortgage loans. These economic conditions may also adversely affect the amount of proceeds the holder of a mortgage loan or mortgage-related securities would realize in the event of a foreclosure or other exercise of remedies. Moreover, even if such mortgage-related securities are performing as anticipated, their value in the secondary market may fall or continue to fall as a result of deterioration in general market conditions for such securities or other asset-backed or structured products. Trading activity associated with market indices may also drive spreads on those indices wider than spreads on mortgage-related securities, thereby resulting in a decrease in the value of such mortgage-related securities. Mortgage loans backing non-agency mortgage-related securities are more sensitive to economic factors that could affect the ability of borrowers to pay their obligations under the mortgage loans backing these securities.

These economic conditions may reduce the cash flow that a Fund investing in such mortgage-related securities receives from such securities and increase the incidence and severity of credit events and losses in respect of such securities. In addition, interest rate spreads for mortgage-backed securities have widened and are more volatile when compared to the recent past due to these adverse changes in market conditions. In the event that interest rate spreads for mortgage-related securities continue to widen following the purchase of such assets by a Fund, the market value of such securities is likely to decline and, in the case of a substantial spread widening, could decline by a substantial amount. Furthermore, these adverse changes in market conditions have resulted in a severe liquidity crisis in the market for mortgage-backed securities (including the mortgage-related securities in which certain of the Funds may invest) and increasing unwillingness by banks, financial institutions and investors to extend credit to servicers, originators and other participants in the mortgage-related securities market for these securities and other asset-backed securities. As a result, the liquidity and/or the market value of any mortgage-related securities that are owned by a Fund may experience further declines after they are purchased by such Fund.

The recent rise in the rate of foreclosures of properties has resulted in legislative, regulatory and enforcement actions seeking to prevent or restrict foreclosures. Actions have also been brought against issuers and underwriters of residential mortgage-backed securities collateralized by such residential mortgage loans and investors in such residential mortgage-backed securities. Future legislative or regulatory initiatives by federal, state or local legislative bodies or administrative agencies, if enacted or adopted, could delay foreclosure or the exercise of other remedies, provide new defenses to foreclosure, or otherwise impair the ability of the loan servicer to foreclose or realize on a defaulted residential mortgage loan included in a pool of residential mortgage loans backing such residential mortgage-backed securities. The nature or extent of any future limitations on foreclosure or exercise of other remedies that may be enacted is uncertain. Governmental actions that interfere with the foreclosure process, for example, could increase the costs of such foreclosures or exercise of other remedies, delay the timing or reduce the amount of recoveries on defaulted residential mortgage loans and securities backed by such residential mortgage loans owned by a Fund, and could adversely affect the yields on the mortgage-related securities owned by the Funds and could have the effect of reducing returns to the Funds that have invested in mortgage-related securities collateralized by these residential mortgage loans.

In addition, the U.S. Government, including the Federal Reserve, the Treasury, and other governmental and regulatory bodies have recently taken or are considering taking actions to address the financial crisis, including initiatives to limit large-scale losses associated with mortgage-related securities held on the books of certain U.S. financial institutions and to support the credit markets generally. The impact that such actions could have on any of the mortgage-related securities held by the Funds is unknown.

Mortgage Pass-Through Securities. The Funds may invest in mortgage pass-through securities. Mortgage pass-through securities are interests in pools of mortgage-related securities. Unlike interests in other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with the payment of principal being made at maturity or specified call dates, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-related securities (such as securities issued by GNMA) are described as "modified pass-through." These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment. Some mortgage pass-through certificates may include securities backed by adjustable-rate mortgages that bear interest at a rate that will be adjusted periodically.

Early repayment of principal on mortgage pass-through securities (arising from prepayments of principal due to sale of the underlying property, refinancing, or foreclosure, net of fees and costs that may be incurred) may expose a Fund to a lower rate of return upon reinvestment of principal. Also, if a security subject to prepayment has been purchased at a premium, in the event of prepayment, the value of the premium would be lost. Reinvestments of prepayments may occur at lower interest rates than the original investment, thus adversely affecting a Fund's yield. Prepayments may cause the yield of a mortgage-backed security to differ from what was assumed when a Fund purchased the security. Prepayments at a slower rate than expected may lengthen the effective life of a mortgage-backed security. The value of securities with longer effective lives generally fluctuates more widely in response to changes in interest rates than the value of securities with shorter effective lives.

Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. government (in the case of securities guaranteed by GNMA); or guaranteed by agencies or instrumentalities of the U.S. government (in the case of securities guaranteed by FNMA or FHLMC), which are supported only by the discretionary authority of the U.S. government to purchase the agency's obligations. Mortgage pass-through securities created by nongovernmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers, or the mortgage poolers.

Until recently, FNMA and FHLMC were government-sponsored corporations owned entirely by private stockholders. In September 2008, in response to concerns regarding the safety and soundness of FNMA and FHLMC, the U.S. Treasury announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency ("FHFA"), a newly created independent regulator. While FNMA and FHLMC continue to be owned entirely by private shareholders, under the conservatorship, the FHFA has taken over powers formerly held by each entity's shareholders, directors, and officers. In addition to placing the companies in conservatorship, the U.S. Treasury announced three additional steps that it intended to take with respect to FNMA and FHLMC. First, the U.S. Treasury has entered into preferred stock purchase agreements ("PSPAs") under which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded its assets under generally accepted accounting principles, the U.S. Treasury has committed to contribute cash capital to the company in an amount equal to the difference between liabilities and assets. The PSPAs are designed to provide protection to the senior and subordinated debt and the mortgage-backed securities issued by FNMA and FHLMC. Second, the U.S. Treasury established a new secured lending credit facility that is available to FNMA and FHLMC until December 2009. Third, the U.S. Treasury initiated a temporary program to purchase FNMA and FHLMC mortgage-backed securities, which is expected to continue until December 2009. No assurance can be given that these initiatives will be successful in preserving the safety and soundness of FNMA and FHLMC or ensuring their continued viability.

GNMA Certificates . The principal governmental guarantor of mortgage-related securities is the GNMA. GNMA is a wholly owned U.S. government corporation within the U.S. Department of Housing and Urban Development ("HUD"). GNMA is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as S&Ls, commercial banks and mortgage bankers) and backed by pools of FHA-insured or Veterans Administration-guaranteed mortgages. In order to meet its obligations under such guarantee, GNMA is authorized to borrow from the U.S. Treasury with no limitations as to amount. GNMA Certificates differ from typical bonds because principal is repaid monthly over the term of the loan rather than returned in a lump sum at maturity. Although GNMA guarantees timely payment even if homeowners delay or default, tracking the "pass-through" payments may, at times, be difficult. Expected payments may be delayed due to the delays in registering the newly traded paper securities. The custodian's policies for crediting missed payments while errant receipts are tracked down may vary.

Government-related guarantors ( i.e. , not backed by the full faith and credit of the U.S. government) include the FNMA and FHLMC. FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by HUD and acts as a government instrumentality under authority granted by Congress. FNMA purchases conventional ( i.e. , not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers that includes state and federally chartered S&Ls, mutual savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. government. FNMA is authorized to borrow from the U.S. Treasury to meet its obligations.

FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and is now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PCs") that represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and collection of principal, but PCs are not backed by the full faith and credit of the U.S. government.

If either fixed or variable rate pass-through securities issued by the U.S. government or its agencies or instrumentalities are developed in the future, the Funds reserve the right to invest in them.

Collateralized Mortgage Obligations ("CMOs") . A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA, and their income streams. CMOs may offer a higher yield than U.S. government securities, but they may also be subject to greater price fluctuation and credit risk. In addition, CMOs typically will be issued in a variety of classes or series, which have different maturities and are retired in sequence. Privately issued CMOs are not government securities nor are they supported in any way by any governmental agency or instrumentality. In the event of a default by an issuer of a CMO, there is no assurance that the collateral securing such CMO will be sufficient to pay principal and interest. It is possible that there will be limited opportunities for trading CMOs in the over-the-counter market, the depth and liquidity of which will vary from time to time.

CMOs are typically structured into multiple classes or series, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

For example, if it is probable that the issuer of an instrument will take advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will probably be called, refunded, or redeemed may be considered to be its maturity date. Also, the maturities of mortgage securities, including collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid. For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments, during the life of the mortgage. The weighted average life of these securities is likely to be substantially shorter than their stated final maturity.

An obligation's maturity is typically determined on a stated final maturity basis, although there are some exceptions to this rule. Dollar-weighted average maturity is derived by multiplying the value of each investment by the time remaining to its maturity, adding these calculations, and then dividing the total by the value of a Fund's portfolio holdings. In a typical CMO transaction, a corporation ("issuer") issues multiple series ( e.g. , A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates ("Collateral"). The Collateral is pledged to a third-party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bonds currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or S&Ls) to borrow against their loan portfolios.

The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.

FHLMC Collateralized Mortgage Obligations ("FHLMC CMOs") . FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the FHLMC CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC's mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the "pass-through" nature of all principal payments received on the collateral pool in excess of FHLMC's minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.

If collection of principal (including prepayments) on the mortgage loans during any semi-annual payment period is not sufficient to meet FHLMC's minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

Criteria for the mortgage loans in the pool backing the CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.

Other Mortgage-Related Securities . Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including CMO residuals or stripped mortgage-backed securities, and may be structured in classes with rights to receive varying proportions of principal and interest. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including S&Ls, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.

The Funds' Manager or Subadvisor expect that governmental, government-related or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed rate mortgages. As new types of mortgage-related securities are developed and offered to investors, a Fund's Manager or Subadvisor will, consistent with the Fund's investment objectives, policies and quality standards, consider making investments in such new types of mortgage-related securities.

Risks Associated with Mortgage-Backed Securities . As in the case with other fixed income securities, when interest rates rise, the value of a mortgage-backed security generally will decline; however, when interest rates are declining, the value of mortgage-backed securities with prepayment features may not increase as much as other fixed income securities. The value of some mortgage-backed securities in which the Funds may invest may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Funds, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Manager or Subadvisor to forecast interest rates and other economic factors correctly. If the Manager or Subadvisor incorrectly forecasts such factors and has taken a position in mortgage-backed securities that is or becomes contrary to prevailing market trends, the Funds could be exposed to the risk of a loss.

Investment in mortgage-backed securities poses several risks, including prepayment, extension market, and credit risk. Prepayment risk reflects the chance that borrowers may prepay their mortgages faster than expected, thereby affecting the investment's average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise their prepayment options at a time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the average life of the mortgage-backed security. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.

Market risk reflects the chance that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and a Fund invested in such securities and wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.

Credit risk reflects the chance that a Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions.

To the extent that mortgages underlying a mortgage-related security are so-called "subprime mortgages" ( i.e., mortgages granted to borrowers whose credit history is not sufficient to obtain a conventional mortgage), the risk of default is higher. Subprime mortgages also have higher serious delinquency rates than prime loans. The downturn in the subprime mortgage lending market may have far-reaching consequences into various aspects of the financials sector, and consequently, the value of a Fund may decline in response to such developments.

Other Asset-Backed Securities . The Funds' Manager and Subadvisor expect that other asset-backed securities (unrelated to mortgage loans) will be offered to investors in the future. Several types of asset-backed securities have already been offered to investors, including credit card receivables and Certificates for Automobile Receivables (SM) ("CARs (SM) "). CARs (SM) represent undivided fractional interests in a trust ("trust") whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARs (SM) are passed-through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust.

An investor's return on CARs SM may be affected by early prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of Federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

If consistent with a Fund's investment objective and policies, and, in the case of a money market fund, the requirements of Rule 2a-7, a Fund also may invest in other types of asset-backed securities. Certain asset-backed securities may present the same types of risks that may be associated with mortgage-backed securities.

MUNICIPAL SECURITIES

A Fund may purchase municipal securities. Municipal securities generally are understood to include debt obligations of state and local governments, agencies and authorities. Municipal securities, which may be issued in various forms, including bonds and notes, are issued to obtain funds for various public purposes.

Municipal bonds are debt obligations issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities (collectively, "municipalities"), the interest on which, in the opinion of bond counsel to the issuer at the time of issuance, is exempt from federal income tax.

Municipal bonds include securities from a variety of sectors, each of which has unique risks. They include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds (including industrial development bonds issued pursuant to federal tax law). General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer's general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue bonds are issued for either project or enterprise financings in which the bond issuer pledges to the bondholders the revenues generated by the operating projects financed from the proceeds of the bond issuance. Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the Internal Revenue Code, certain limited obligation bonds are considered "private activity bonds" and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuer's general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor).

Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-dependent liquidity features. Some longer-term municipal bonds give the investor the right to "put" or sell the security at par (face value) within a specified number of days following the investor's request—usually one to seven days. This demand feature enhances a security's liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a Fund would hold the longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds.

Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements ("SBPAs"). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the insured bond's principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any Fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer's loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider's obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities.

Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.

Prices and yields on municipal bonds are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Tax Anticipation Notes are used to finance working capital needs of municipalities and are issued in anticipation of various seasonal tax revenues, to be payable from these specific future taxes. They are usually general obligations of the issuer, secured by the taxing power for the payment of principal and interest.

Municipal securities also include various forms of notes. These notes include, but are not limited to, the following types:

  • Revenue Anticipation Notes which are issued in expectation of receipt of other kinds of revenue, such as federal revenues. They, also, are usually general obligations of the issuer.

  • Bond Anticipation Notes which are normally issued to provide interim financial assistance until long-term financing can be arranged. The long-term bonds then provide funds for the repayment of the notes.

  • Construction Loan Notes which are sold to provide construction financing for specific projects. After successful completion and acceptance, many projects receive permanent financing through the Federal Housing Administration ("FHA") under the FNMA or GNMA.

  • Project Notes which are instruments sold by HUD but issued by a state or local housing agency to provide financing for a variety of programs. They are backed by the full faith and credit of the U.S. government, and generally carry a term of one year or less.

  • Short-Term Discount Notes (tax-exempt commercial paper), which are short-term (365 days or less) promissory notes issued by municipalities to supplement their cash flow.

An entire issue of municipal securities may be purchased by one or a small number of institutional investors such as the Funds. Thus, the issue may not be said to be publicly offered. Unlike securities that must be registered under the 1933 Act prior to offer and sale, unless an exemption from such registration is available, municipal securities that are not publicly offered may nevertheless be readily marketable. A secondary market may exist for municipal securities that were not publicly offered initially.

Municipal securities are subject to credit risk. Information about the financial condition of an issuer of municipal securities may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal securities may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal securities or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a Fund's municipal securities in the same manner.

Municipal securities are subject to interest rate risk. Interest rate risk is the chance that security prices overall will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues. Prices and yields on municipal securities are dependent on a variety of factors, such as the financial condition of the issuer, general conditions of the municipal securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.

Municipal bonds are subject to call risk. Call risk is the chance that during periods of falling interest rates, a bond issuer will call—or repay—a higher-yielding bond before its maturity date. Forced to reinvest the unanticipated proceeds at lower interest rates, a Fund would experience a decline in income and lose the opportunity for additional price appreciation associated with falling rates. Call risk is generally high for long-term bonds. Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a Fund's Board.

There are, in addition, a variety of hybrid and special types of municipal obligations, such as municipal lease obligations, as well as numerous differences in the security of municipal securities both within and between the two principal classifications described above. Municipal lease obligations are municipal securities that may be supported by a lease or an installment purchase contract issued by state and local government authorities to acquire funds to obtain the use of a wide variety of equipment and facilities such as fire and sanitation vehicles, computer equipment and other capital assets. These obligations, which may be secured or unsecured, are not general obligations and have evolved to make it possible for state and local governments to obtain the use of property and equipment without meeting constitutional and statutory requirements for the issuance of debt. Thus, municipal lease obligations have special risks not normally associated with municipal securities. These obligations frequently contain "non-appropriation" clauses that provide that the governmental issuer of the obligation has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by the legislative body on a yearly or other periodic basis. In addition to the "non-appropriation" risk, many municipal lease obligations have not yet developed the depth of marketability associated with municipal bonds; moreover, although the obligations may be secured by the leased equipment, the disposition of the equipment in the event of foreclosure might prove difficult. For the purpose of each Fund's investment restrictions, the identification of the "issuer" of municipal securities that are not general obligation bonds is made by the Subadvisor on the basis of the characteristics of the municipal securities as described above, the most significant of which is the source of funds for the payment of principal of and interest on such securities.

The liquidity of municipal lease obligations purchased by the Funds will be determined pursuant to guidelines approved by the Board. Factors considered in making such determinations may include: the frequency of trades and quotes for the obligation; the number of dealers willing to purchase or sell the security and the number of other potential buyers; the willingness of dealers to undertake to make a market in the security; the nature of marketplace trades; the obligation's rating; and, if the security is unrated, the factors generally considered by a rating agency. If municipal lease obligations are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

The Tax Reform Act of 1986 ("TRA") limited the types and volume of municipal securities qualifying for the federal income tax exemption for interest, and the Internal Revenue Code treats tax-exempt interest on certain municipal securities as a tax preference item included in the alternative minimum tax base for corporate and non-corporate shareholders. In addition, all tax-exempt interest may result in or increase a corporation's liability under the corporate alternative minimum tax, because a portion of the difference between corporate "adjusted current earnings" and alternative minimum taxable income is treated as a tax preference item. Further, an issuer's failure to comply with the detailed and numerous requirements imposed by the Internal Revenue Code after bonds have been issued may cause the retroactive revocation of the tax-exempt status of certain municipal securities after their issuance. The Funds intend to monitor developments in the municipal bond market to determine whether any defensive action should be taken.

OPTIONS

A Fund may use options for any lawful purposes consistent with their respective investment objectives such as hedging or managing risk but not for speculation. An option is a contract in which the "holder" (the buyer) pays a certain amount (the "premium") to the "writer" (the seller) to obtain the right, but not the obligation, to buy from the writer (in a "call") or sell to the writer (in a "put") a specific asset at an agreed upon price (the "strike price" or "exercise price") at or before a certain time (the "expiration date"). The holder pays the premium at inception and has no further financial obligation. The holder of an option will benefit from favorable movements in the price of the underlying asset but is not exposed to corresponding losses due to adverse movements in the value of the underlying asset. The writer of an option will receive fees or premiums but is exposed to losses due to changes in the value of the underlying asset. A Fund may purchase (buy) or write (sell) put and call options on assets, such as securities, currencies and indices of debt and equity securities ("underlying assets") and enter into closing transactions with respect to such options to terminate an existing position. See "Derivative Instruments -- General Discussion" for more information. Options used by the Funds may include European, American and Bermuda-style options. If an option is exercisable only at maturity, it is a "European" option; if it is also exercisable prior to maturity, it is an "American" option; if it is exercisable only at certain times, it is a "Bermuda" option.

If a Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of a Fund's NAV per share and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counter party to the transaction does not perform as promised.

Purchasing Options. A Fund may purchase put or call options that are traded on an exchange or in the over-the-counter market. Options traded in the over-the-counter market may not be as actively traded as those listed on an exchange and generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchange where they are traded. Accordingly, it may be more difficult to value such options and to be assured that they can be closed out at any time. The Funds will engage in such transactions only with firms the Manager or Subadvisor deems to be of sufficient creditworthiness so as to minimize these risks. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

A Fund may purchase put options on securities to protect their holdings in an underlying or related security against a substantial decline in market value. Securities are considered related if their price movements generally correlate with one another. The purchase of put options on securities held in the portfolio or related to such securities will enable a Fund to preserve, at least partially, unrealized gains occurring prior to the purchase of the option on a portfolio security without actually selling the security.

In addition, the Fund will continue to receive interest or dividend income on the security. The put options purchased by a Fund may include, but are not limited to, "protective puts," in which the security to be sold is identical or substantially identical to a security already held by the Fund or to a security that the Fund has the right to purchase. In the case of a purchased call option, the Fund would ordinarily recognize a gain if the value of the securities decreased during the option period below the exercise price sufficiently to cover the premium. The Fund would recognize a loss if the value of the securities remained above the difference between the exercise price and the premium.

A Fund may also purchase call options on securities the Fund intends to purchase to protect against substantial increases in prices of such securities pending their ability to invest in an orderly manner in such securities. The purchase of a call option would entitle the Fund, in exchange for the premium paid, to purchase a security at a specified price upon exercise of the option during the option period. The Fund would ordinarily realize a gain if the value of the securities increased during the option period above the exercise price sufficiently to cover the premium. The Fund would have a loss if the value of the securities remained below the sum of the premium and the exercise price during the option period. In order to terminate an option position, the Funds may sell put or call options identical to those previously purchased, which could result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put or call option when it was purchased.

Writing Call Options. A Fund may sell ("write") covered call options on its portfolio securities in an attempt to enhance investment performance. A call option sold by a Fund is a short-term contract, having a duration of nine months or less, which gives the purchaser of the option the right to buy, and imposes on the writer of the option (in return for a premium received) the obligation to sell, the underlying security at the exercise price upon the exercise of the option at any time prior to the expiration date, regardless of the market price of the security during the option period. A call option may be covered by, among other things, the writer's owning the underlying security throughout the option period, or by holding, on a share-for-share basis, a call on the same security as the call written, where the exercise price of the call held is equal to or less than the price of the call written, or greater than the exercise price of a call written if the Fund maintains the difference in liquid assets.

A Fund may write covered call options both to reduce the risks associated with certain of its investments and to increase total investment return through the receipt of premiums. In return for the premium income, the Fund will give up the opportunity to profit from an increase in the market price of the underlying security above the exercise price so long as its obligations under the contract continue, except insofar as the premium represents a profit. Moreover, in writing the call option, the Fund will retain the risk of loss should the price of the security decline, which loss the premium is intended to offset in whole or in part. A Fund, in writing "American Style" call options, must assume that the call may be exercised at any time prior to the expiration of its obligations as a writer, and that in such circumstances the net proceeds realized from the sale of the underlying securities pursuant to the call may be substantially below the prevailing market price. In contrast, "European Style" options may only be exercised on the expiration date of the option. Covered call options and the securities underlying such options will be listed on national securities exchanges, except for certain transactions in options on debt securities and foreign securities.

During the option period, the covered call writer has, in return for the premium received on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.

A Fund may protect itself from further losses due to a decline in value of the underlying security or from the loss of ability to profit from appreciation by buying an identical option, in which case the purchase cost may offset the premium. In order to do this, the Fund makes a "closing purchase transaction"—the purchase of a call option on the same security with the same exercise price and expiration date as the covered call option that it has previously written on any particular security. The Fund will realize a gain or loss from a closing purchase transaction if the amount paid to purchase a call option in a closing transaction is less or more than the amount received from the sale of the covered call option. Also, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the closing out of a call option is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund. When a security is to be sold from the Fund's portfolio, the Fund will first effect a closing purchase transaction so as to close out any existing covered call option on that security or otherwise cover the existing call option.

A closing purchase transaction may be made only on a national or foreign securities exchange that provides a secondary market for an option with the same exercise price and expiration date, except as discussed below. There is no assurance that a liquid secondary market on an exchange or otherwise will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or otherwise may exist. If a Fund is unable to effect a closing purchase transaction involving an exchange-traded option, the Fund will not sell the underlying security until the option expires, or the Fund otherwise covers the existing option portion or the Fund delivers the underlying security upon exercise. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver or purchase the underlying securities at the exercise price. Over-the-counter options differ from exchange-traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options. Therefore, a closing purchase transaction for an over-the-counter option may in many cases only be made with the other party to the option. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

Each Fund pays brokerage commissions and dealer spreads in connection with writing covered call options and effecting closing purchase transactions, as well as for purchases and sales of underlying securities. The writing of covered call options could result in significant increases in a Fund's portfolio turnover rate, especially during periods when market prices of the underlying securities appreciate. Subject to the limitation that all call option writing transactions be covered, a Fund may, to the extent determined appropriate by the Manager or Subadvisor, engage without limitation in the writing of options on U.S. government securities.

Writing Put Options. A Fund may also write covered put options. A put option is a short-term contract that gives the purchaser of the put option, in return for a premium, the right to sell the underlying security to the seller of the option at a specified price during the term of the option. Put options written by a Fund are agreements by a Fund, for a premium received by the Fund, to purchase specified securities at a specified price if the option is exercised during the option period. A put option written by a Fund is "covered" if the Fund maintains liquid assets with a value equal to the exercise price. A put option is also "covered" if the Fund holds on a share-for-share basis a put on the same security as the put written, where the exercise price of the put held is equal to or greater than the exercise price of the put written, or less than the exercise price of the put written if the Fund maintains the difference in liquid assets.

The premium that the Funds receive from writing a put option will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to such market price, the historical price volatility of the underlying security, the option period, supply and demand and interest rates.

A covered put writer assumes the risk that the market price for the underlying security will fall below the exercise price, in which case the writer would be required to purchase the security at a higher price than the then-current market price of the security. In both cases, the writer has no control over the time when it may be required to fulfill its obligation as a writer of the option.

The Funds may effect a closing purchase transaction to realize a profit on an outstanding put option or to prevent an outstanding put option from being exercised. The Funds also may effect a closing purchase transaction, in the case of a put option, to permit the Funds to maintain their holdings of the deposited U.S. Treasury obligations, to write another put option to the extent that the exercise price thereof is secured by the deposited U.S. Treasury obligations, or to utilize the proceeds from the sale of such obligations to make other investments.

If a Fund is able to enter into a closing purchase transaction, the Fund will realize a profit or loss from such transaction if the cost of such transaction is less or more, respectively, than the premium received from the writing of the option. After writing a put option, the Fund may incur a loss equal to the difference between the exercise price of the option and the sum of the market value of the underlying security plus the premium received from the sale of the option.

In addition, a Fund may also write straddles (combinations of covered puts and calls on the same underlying security). The extent to which a Fund may write covered put and call options and enter into so-called "straddle" transactions involving put or call options may be limited by the requirements of the Internal Revenue Code for qualification as a regulated investment company and the Fund's intention that it qualify as such. Subject to the limitation that all put option writing transactions be covered, a Fund may, to the extent determined appropriate by the Manager or Subadvisor, engage without limitation in the writing of options on U.S. government securities.

Special Risks Associated With Options On Securities. A Fund's purpose in selling covered options is to realize greater income than would be realized on portfolio securities transactions alone. A Fund may forego the benefits of appreciation on securities sold pursuant to call options, or pay a higher price for securities acquired pursuant to put options written by the Fund. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price, or, in the case of a call, remains less than or equal to the exercise price, the Fund will not be able to profitably exercise the option and will lose its entire investment in the option. Also, the price of a put or call option purchased to hedge against price movements in a related security may move more or less than the price of the related security.

A Fund would ordinarily realize a gain if the value of the securities increased during the option period above the exercise price sufficiently to cover the premium. The Fund would have a loss if the value of the securities remained below the sum of the premium paid and the exercise price during the option period. In addition, exchange markets in some securities options are a relatively new and untested concept, and it is impossible to predict the amount of trading interest that may exist in such options. The same types of risks apply to over-the-counter trading in options. There can be no assurance that viable markets will develop or continue in the United States or abroad.

The ability of a Fund to successfully utilize options may depend in part upon the ability of the Manager or Subadvisor to forecast interest rates and other economic factors correctly.

The hours of trading for options on securities may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.

Options on Securities Indices. A Fund may purchase call and put options on securities indices for the purpose of hedging against the risk of unfavorable price movements that may adversely affect the value of a Fund's securities. Unlike a securities option, which gives the holder the right to purchase or sell specified securities at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement amount" equal to (1) the difference between the value of the underlying securities index on the exercise date and the exercise price of the option, multiplied by (2) a fixed "index multiplier." In exchange for undertaking the obligation to make such a cash payment, the writer of the securities index option receives a premium.

A securities index fluctuates with changes in the market values of the securities included in the index. For example, some securities index options are based on a broad market index such as the S&P 500 ® Composite Price Index or the NYSE Composite Index, or a narrower market index such as the S&P 100 ® Index. Indices may also be based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are traded on the following exchanges, among others: The Chicago Board Options Exchange, New York Stock Exchange, and American Stock Exchange.

The effectiveness of hedging through the purchase of securities index options will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired by a Fund will not exactly match the securities represented in the securities indices on which options are based. The principal risk involved in the purchase of securities index options is that the premium and transaction costs paid by a Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the securities index on which the option is based. Gains or losses on a Fund's transactions in securities index options depend on price movements in the securities market generally (or, for narrow market indices, in a particular industry or segment of the market) rather than the price movements of individual securities held by a Fund.

A Fund may sell securities index options prior to expiration in order to close out its positions in securities index options that it has purchased. A Fund may also allow options to expire unexercised.

Options on Foreign Currencies. To the extent that it invests in foreign currencies, a Fund may purchase and write options on foreign currencies. A Fund may use foreign currency options contracts for various reasons, including: to manage its exposure to changes in currency exchange rates; as an efficient means of adjusting its overall exposure to certain currencies; or in an effort to enhance its return through exposure to a foreign currency. A Fund may, for example, purchase and write put and call options on foreign currencies for the purpose of protecting against declines in the dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. A Fund may also use foreign currency options to protect against potential losses in positions denominated in one foreign currency against another foreign currency in which the Fund's assets are or may be denominated. For example, a decline in the dollar value of a foreign currency in which portfolio securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such declines in the value of portfolio securities, a Fund may purchase put options on the foreign currency. If the value of the currency does decline, that Fund will have the right to sell such currency for a fixed amount of dollars that exceeds the market value of such currency, resulting in a gain that may offset, in whole or in part, the negative effect of currency depreciation on the value of the Fund's securities denominated in that currency.

Conversely, if a rise in the dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may purchase call options on such currency. If the value of such currency does increase, the purchase of such call options would enable the Fund to purchase currency for a fixed amount of dollars that is less than the market value of such currency, resulting in a gain that may offset, at least partially, the effect of any currency-related increase in the price of securities the Fund intends to acquire. As in the case of other types of options transactions, however, the benefit a Fund derives from purchasing foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent anticipated, a Fund could sustain losses on transactions in foreign currency options that would deprive it of a portion or all of the benefits of advantageous changes in such rates.

A Fund may also write options on foreign currencies for hedging purposes. For example, if a Fund anticipates a decline in the dollar value of foreign currency-denominated securities due to declining exchange rates, it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the diminution in value of portfolio securities will be offset by the amount of the premium received by the Fund.

Similarly, instead of purchasing a call option to hedge against an anticipated increase in the dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency. If rates move in the manner projected, the put option will expire unexercised and allow the Fund to offset such increased cost up to the amount of the premium. As in the case of other types of options transactions, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If unanticipated exchange rate fluctuations occur, the option may be exercised and a Fund would be required to purchase or sell the underlying currency at a loss that may not be fully offset by the amount of the premium. As a result of writing options on foreign currencies, a Fund also may be required to forego all or a portion of the benefits that might otherwise have been obtained from favorable movements in currency exchange rates.

A call option written on foreign currency by a Fund is "covered" if that Fund owns the underlying foreign currency subject to the call or securities denominated in that currency or has an absolute and immediate right to acquire that foreign currency without additional cash consideration upon conversion or exchange of other foreign currency held in its portfolio. A call option is also covered if a Fund holds a call on the same foreign currency for the same principal amount as the call written where the exercise price of the call held (1) is equal to or less than the exercise price of the call written or (2) is greater than the exercise price of the call written if the Fund maintains the difference in liquid assets.

Options on foreign currencies to be written or purchased by a Fund will be traded on U.S. and foreign exchanges or over-the-counter. Exchange traded options generally settle in cash, whereas options traded over the counter may settle in cash or result in delivery of the underlying currency upon exercise of the option. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge up to the amount of the premium received and a Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations, although, in the event of rate movements adverse to a Fund's position, a Fund may forfeit the entire amount of the premium plus related transaction costs.

A Fund also may use foreign currency options to protect against potential losses in positions denominated in one foreign currency against another foreign currency in which the Fund's assets are or may be denominated. There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options markets, a Fund may be unable to close out a position. If foreign currency options are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of a Fund to reduce foreign currency risk using such options. Over-the-counter options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller and generally do not have as much market liquidity as exchanged-traded options. Foreign currency exchange-traded options generally settle in cash, whereas options traded over-the-counter may settle in cash or result in delivery of the underlying currency upon exercise of the option.

REAL ESTATE INVESTMENT TRUSTS ("REITS")

A Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with a regulatory requirement to distribute at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest a majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate securities they own, e.g. , apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest a majority of their assets in real estate mortgages and derive their income primarily from income payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs.

A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, to the extent that a Fund invests in REITs, the Fund is also subject to the risks associated with the direct ownership of real estate, including but not limited to: declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increased competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in neighborhood values and the appeal of properties to tenants; and changes in interest rates. Thus, the value of the Fund's shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax-free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. Accordingly, REIT shares can be more volatile than — and at times will perform differently from - larger capitalization stocks such as those found in the Dow Jones Industrial Average.

Some REITs may have limited diversification and may be subject to risks inherent to investments in a limited number of properties, in a narrow geographic area, or in a single property type. Equity REITs may be affected by changes in underlying property values. Mortgage REITs may be affected by the quality of the credit extended. REITs also involve risks such as refinancing, interest rate fluctuations, changes in property values, general or specific economic risk on the real estate industry, dependency on management skills, and other risks similar to small company investing. Although a Fund is not allowed to invest in real estate directly, it may acquire real estate as a result of a default on the REIT securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitation on rents, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates.

In addition, because smaller-capitalization stocks are typically less liquid than larger capitalization stocks, REIT shares may sometimes experience greater share-price fluctuations than the stocks of larger companies.

REPURCHASE AGREEMENTS

A Fund may enter into domestic or foreign repurchase agreements with certain sellers pursuant to guidelines adopted by the Board.

A repurchase agreement, which provides a means for a Fund to earn income on uninvested cash for periods as short as overnight, is an arrangement under which the purchaser ( i.e. , the Fund) purchases a security, usually in the form of a debt obligation (the "Obligation") and the seller agrees, at the time of sale, to repurchase the Obligation at a specified time and price. Repurchase agreements with foreign banks may be available with respect to government securities of the particular foreign jurisdiction. The custody of the Obligation will be maintained by a custodian appointed by the Fund. The Fund attempts to assure that the value of the purchased securities, including any accrued interest, will at all times exceed the value of the repurchase agreement. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the Fund together with the repurchase price upon repurchase. In either case, the income to the Fund is unrelated to the interest rate on the Obligation subject to the repurchase agreement.

A Fund will limit its investment in repurchase agreements maturing in more than seven days subject to a Fund's limitation on investments in illiquid securities.

In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the Obligation before repurchase of the Obligation under a repurchase agreement, a Fund may encounter delays and incur costs before being able to sell the security. Delays may involve loss of interest or decline in price of the Obligation. If the court characterizes the transaction as a loan and the Fund has not perfected a security interest in the Obligation, the Fund may be required to return the Obligation to the seller's estate and be treated as an unsecured creditor of the seller. As an unsecured creditor, the Fund would be at risk of losing some or all of the principal and income involved in the transaction. Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the security. In the event of the bankruptcy of the seller or the failure of the seller to repurchase the securities as agreed, a Fund could suffer losses, including loss of interest on or principal of the security and costs associated with delay and enforcement of the repurchase agreement. In addition, if the market value of the Obligation subject to the repurchase agreement becomes less than the repurchase price (including accrued interest), the Fund will direct the seller of the Obligation to deliver additional securities so that the market value of all securities subject to the repurchase agreement equals or exceeds the repurchase price.

The Board has delegated to the Manager or Subadvisor the authority and responsibility to monitor and evaluate the Fund's use of repurchase agreements, including identification of sellers whom they believe to be creditworthy, and has authorized the Funds to enter into repurchase agreements with such sellers. As with any unsecured debt instrument purchased for the Funds, the Subadvisor seeks to minimize the risk of loss from repurchase agreements by analyzing, among other things, sufficiency of the collateral.

For purposes of the 1940 Act, a repurchase agreement has been deemed to be a loan from a Fund to the seller of the Obligation. It is not clear whether a court would consider the Obligation purchased by the Fund subject to a repurchase agreement as being owned by the Fund or as being collateral for a loan by the Fund to the seller.

RESTRICTED SECURITIES - RULE 144A SECURITIES AND SECTION 4(2) COMMERCIAL PAPER

Restricted securities have no ready market and are subject to legal restrictions on their sale (other than those eligible for resale pursuant to Rule 144A or Section 4(2) under the 1933 Act determined to be liquid pursuant to guidelines adopted by the Board). Difficulty in selling securities may result in a loss or be costly to a Fund. Restricted securities generally can be sold only in privately negotiated transactions, pursuant to an exemption from registration under the 1933 Act, or in a registered public offering. Where registration is required, the holder of an unregistered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time when a holder can sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder of a restricted security ( e.g. , the Fund) might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Each Fund may invest in Rule 144A securities and in 4(2) commercial paper. Certain securities may only be sold subject to limitations imposed under federal securities laws. Among others, two categories of such securities are (1) restricted securities that may be sold only to certain types of purchasers pursuant to the limitations of Rule 144A under the Securities Exchange Act of 1934 ("Rule 144A securities") and (2) commercial debt securities that are not sold in a public offering and therefore exempt from registration under Section 4(2) of the 1933 Act ("4(2) commercial paper"). The resale limitations on these types of securities may affect their liquidity. The Board Members have the ultimate responsibility for determining whether specific securities are liquid or illiquid.

The Board Members have delegated the function of making day-to-day determinations of liquidity to the Manager or the Subadvisor, as the case may be, pursuant to guidelines approved by the Board Members.

The Manager or the Subadvisor takes into account a number of factors in determining whether a Rule 144A security being considered for purchase by a Fund is liquid. These factors include:

1. The frequency and size of trades and quotes for the Rule 144A security relative to the size of the Fund's holding;

2. The number of dealers willing to purchase or sell the 144A security and the number of other potential purchasers;

3. Dealer undertaking to make a market in the 144A security; and

4. The nature of the 144A security and the nature of the market for the 144A security ( i.e. , the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer).

To the extent that the market for a Rule 144A security changes, a Rule 144A security originally determined to be liquid upon purchase may be determined to be illiquid.

To make the determination that an issue of 4(2) commercial paper is liquid, the Manager or Subadvisor may consider the following:

1. The 4(2) commercial paper is not traded flat or in default as to principal or interest (par is equal to the face amount or stated value of such security and not the actual value received on the open market);

2. The 4(2) commercial paper is rated:

  • In one of the two highest rating categories by at least two NRSROs; or

  • If only one NRSRO rates the security, the 4(2) commercial paper is rated in one of the two highest rating categories by that NRSRO; or

  • If the security is unrated, the Manager or Subadvisor has determined that the security is of equivalent quality based on factors commonly used by rating agencies; and

3. There is a viable trading market for the specific security, taking into account all relevant factors ( e.g. , whether the security is the subject of a commercial paper program that is administered by an issuing and paying agent bank and for which there exists a dealer willing to make a market in the security, the size of trades relative to the size of the Fund's holding or whether the 4(2) commercial paper is administered by a direct issuer pursuant to a direct placement program).

REVERSE REPURCHASE AGREEMENTS

A Fund may enter into reverse repurchase agreements with banks or broker-dealers, which involve the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price. Under a reverse repurchase agreement, the Fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. These agreements involve the sale of debt securities, or Obligations, held by a Fund, with an agreement to repurchase the Obligations at an agreed upon price, date and interest payment. The proceeds will be used to purchase other debt securities either maturing, or under an agreement to resell, at a date simultaneous with or prior to the expiration of the reverse repurchase agreement. Reverse repurchase agreements will be utilized, when permitted by law, only when the interest income to be earned from the investment of the proceeds from the transaction is greater than the interest expense of the reverse repurchase transaction.

Each Fund will limit its investments in reverse repurchase agreements and other borrowing to no more than 33 1/3%, or as otherwise limited herein, of its total assets. While a reverse repurchase agreement is outstanding, the Funds will maintain liquid assets in an amount at least equal in value to the Funds' commitments to cover their obligations under the agreement.

The use of reverse repurchase agreements by a Fund creates leverage that increases a Fund's investment risk. If the income and gains on securities purchased with the proceeds of reverse repurchase agreements exceed the cost of the agreements, the Fund's earnings or NAV will increase faster than otherwise would be the case; conversely, if the income and gains fail to exceed the costs, earnings or NAV would decline faster than otherwise would be the case.

If the buyer of the Obligation subject to the reverse repurchase agreement becomes bankrupt, realization upon the underlying securities may be delayed and there is a risk of loss due to any decline in their value.

SHORT SALES

A Fund may engage in short sales, including short sales against the box. Short sales are transactions in which a Fund sells a security it does not own in anticipation of a decline in the market value of that security. A short sale against the box is a short sale where at the time of the sale, the Fund owns or has the right to obtain securities equivalent in kind and amounts. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. There will also be other costs associated with short sales.

A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest the Fund may be required to pay in connection with a short sale, and will be also decreased by any transaction or other costs.

Until a Fund replaces a borrowed security in connection with a short sale, the Fund will (a) segregate cash or liquid assets at such a level that the segregated assets plus any amount deposited with the broker as collateral will equal the current value of the security sold short or (b) otherwise cover its short position in accordance with applicable law.

There is no guarantee that a Fund will be able to close out a short position at any particular time or at an acceptable price. During the time that a Fund is short a security, it is subject to the risk that the lender of the security will terminate the loan at a time when the Fund is unable to borrow the same security from another lender. If that occurs, the Fund may be "bought in" at the price required to purchase the security needed to close out the short position, which may be a disadvantageous price.

In addition to the short sales discussed above, the Funds may make short sales "against the box," a transaction in which a Fund enters into a short sale of a security that the Fund owns or has the right to obtain at no additional cost. The Fund does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. If a Fund effects a short sale of securities against the box at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a "constructive sale") on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied.

SWAP AGREEMENTS

A Fund may enter into interest rate, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return or for other portfolio management purposes. A Fund may enter into swap agreements, including credit default swaps for certain Funds, only to the extent that obligations under such agreements represent not more than 10% of the Fund's total assets. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.

Additionally, certain Funds may enter into equity swap transactions, interest rate swap transactions or credit default swap transactions consistent with their investment objective and policies. Most swap agreements entered into by a Fund would calculate the obligations of the parties to the agreements on a "net" basis. Consequently, a Fund's obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A Fund's obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of liquid assets to avoid any potential leveraging of the Fund's portfolio.

Each Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of that Fund's total assets. The Adviser will consider, among other factors, creditworthiness, size, market share, execution ability, pricing and reputation in selecting swap counterparties for the Funds.

Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e. , the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. The "notional amount" of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. An equity swap is a two-party contract that generally obligates one party to pay the positive return and the other party to pay the negative return on a specified reference security, basket of securities, security index or index component ("asset") during the period of the swap. The payments based on the reference asset may be adjusted for transaction costs, interest payments, the amount of dividends paid on the referenced asset or other economic factors.

Whether a Fund's use of swap agreements will be successful in furthering its investment objective will depend on the Manager's or Subadvisor's ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Manager or Subadvisor will cause a Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Fund's repurchase agreement guidelines. Certain restrictions imposed on the Funds by the Internal Revenue Code may limit the Funds' ability to use swap agreements. A Fund may be able to eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.

A Fund's ability to enter into certain swap transactions may be limited by tax considerations.

Certain swap agreements are largely excluded from regulation under the Commodity Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity option transactions under the CEA. To qualify for this exclusion, a swap agreement must be entered into by "eligible contract participants," which include financial institutions, investment companies subject to regulation under the 1940 Act and the following, provided the participants' total assets exceed established levels: commodity pools, corporations, partnerships, proprietorships, organizations, trusts or other entities, employee benefit plans, governmental entities, broker-dealers, futures commission merchants, natural persons, or regulated foreign persons. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employee benefit plans must have assets exceeding $5 million. In addition, an eligible swap transaction must be subject to individual negotiation by the parties and may not be executed or traded on trading facilities other than qualifying electronic trading facilities.

Equity Swaps (Total Return Swaps / Index Swaps). Equity swap contracts may be structured in different ways. For example, when a Fund takes a long position, the counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have increased in value had it been invested in a particular stock (or group of stocks), plus the dividends that would have been received on the stock. In these cases, the Fund may agree to pay to the counterparty interest on the notional amount of the equity swap plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stock. Therefore, in this case the return to the Fund on the equity swap should be the gain or loss on the notional amount plus dividends on the stock less the interest paid by the Fund on the notional amount. In other cases, when the Fund takes a short position, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have decreased in value had the Fund sold a particular stock (or group of stocks) short, less the dividend expense that the Fund would have paid on the stock, as adjusted for interest payments or other economic factors. In these situations, the Fund may be obligated to pay the amount, if any, by which the notional amount of the swap would have increased in value had it been invested in such stock.

Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to an equity swap defaults, a Fund's risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. Inasmuch as these transactions are offset by segregated cash or liquid assets to cover the Funds' current obligations (or are otherwise covered as permitted by applicable law), the Funds and New York Life Investments believe that transactions do not constitute senior securities under the Act and, accordingly, will not treat them as being subject to a Fund's borrowing restrictions.

Equity swaps are derivatives and their value can be very volatile. To the extent that the Manager, or Subadvisor does not accurately analyze and predict future market trends, the values of assets or economic factors, a Fund may suffer a loss, which may be substantial. The swap markets in which many types of swap transactions are traded have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents. As a result, the markets for certain types of swaps have become relatively liquid.

Interest Rate Swaps. An interest rate swap is an agreement between two parties (known as counterparties) where one stream of future interest payments is exchanged for another based on a specified principal amount. Interest rate swaps often exchange a fixed payment for a floating payment that is linked to an interest rate (most often the LIBOR). A company will typically use interest rate swaps to limit, or manage, its exposure to fluctuations in interest rates, or to obtain a marginally lower interest rate than it would have been able to get without the swap.

Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. For example, if a Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease the Fund's exposure to long-term interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share price and yield. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments when due.

Credit Default Swaps. To the extent consistent with its investment objectives and subject to the Funds' general limitations on investing in swap agreements, certain Funds may invest in credit default swaps. Credit default swaps are contracts whereby one party, the protection "buyer," makes periodic payments to a counterparty, the protection "seller," in exchange for the right to receive from the seller a payment equal to the par (or other agreed-upon value (the "value") of a particular debt obligation (the "referenced debt obligation") in the event of a default by the issuer of that debt obligation. A credit default swap may use one or more securities that are not currently held by a Fund as referenced debt obligations. A Fund may be either the buyer or the seller in the transaction. The use of credit default swaps may be limited by a Fund's limitations on illiquid investments. When used for hedging purposes, a Fund would be the buyer of a credit default swap contract. In that case, the Fund would be entitled to receive the value of a referenced debt obligation from the seller in the event of a default by a third party, such as a U.S. or non-U.S. issuer, on the debt obligation. In return, the Fund would pay to the seller a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would have spent the stream of payments and received no benefit from the contract. Credit default swaps involve the risk that, in the event that the Fund's Manager or Subadvisor incorrectly evaluates the creditworthiness of the issuer on which the swap is based, the investment may expire worthless and would generate income only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). They also involve credit risk - that the seller may fail to satisfy its payment obligations to the Fund in the event of a default.

When a Fund is the seller of a credit default swap contract, it receives the stream of payments but is obligated to pay upon default of the referenced debt obligation. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap. In connection with credit default swaps in which a Fund is the seller, the Fund will maintain appropriate liquid assets, or enter into offsetting positions.

In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

TEMPORARY DEFENSIVE POSITION; CASH EQUIVALENTS

In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes, each Fund may invest outside the scope of its principal investment focus. Under such conditions, a Fund may not invest in accordance with its investment objective or investment strategies, including substantially reducing or eliminating its short positions, and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such conditions, a Fund may invest without limit in cash and cash equivalents. These include, but are not limited to: short-term obligations issued or guaranteed as to interest and principal by the U.S. government or any agency or instrumentality thereof (including repurchase agreements collateralized by such securities; see "Repurchase Agreements" and "Reverse Repurchase Agreements" for a description of the characteristics and risks of repurchase agreements and reverse repurchase agreements); obligations of banks (certificates of deposit ("CDs"), bankers' acceptances and time deposits) and obligations of other banks or S&Ls if such obligations are federally insured; commercial paper (as described in this SAI); investment grade corporate debt securities or money market instruments, for this purpose including U.S. government securities having remaining maturities of one year or less; and other debt instruments not specifically described above if such instruments are deemed by the Manager or Subadvisor to be of comparable high quality and liquidity.

Also, a portion of each Fund's assets may be maintained in money market instruments as described above in such amount as the Manager or Subadvisor deems appropriate for cash reserves.

U.S. GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States government or its agencies or instrumentalities include various U.S. Treasury securities, which differ only in their interest rates, maturities and times of issuance. U.S. Treasury bills have initial maturities of one year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, such as GNMA pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other securities, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. Additionally, other securities, such as those issued by FNMA, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality while others, such as those issued by the Student Loan Marketing Association, are supported only by the credit of the agency or instrumentality. U.S. government securities also include government-guaranteed mortgage-backed securities.

While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, and it is not so obligated by law. Because the U.S. government is not obligated by law to provide support to an instrumentality it sponsors, a Fund will invest in obligations issued by such an instrumentality only if the Manager or Subadvisor determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by a Fund.

U.S. government securities do not generally involve the credit risks associated with other types of interest bearing securities. As a result, the yields available from U.S. government securities are generally lower than the yields available from other interest bearing securities. Like other fixed-income securities, the values of U.S. government securities change as interest rates fluctuate. When interest rates decline, the values of U.S. government securities can be expected to increase, and when interest rates rise, the values of U.S. government securities can be expected to decrease.

WARRANTS

To the extent that a Fund invests in equity securities, the Funds may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities, and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Fund will lose its entire investment in such warrant.

WHEN-ISSUED SECURITIES

Each Fund may from time to time purchase securities on a "when-issued" basis. When purchasing a security on a when-issued basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. Debt securities, including municipal securities, are often issued in this manner. The price of such securities, which may be expressed in yield terms, is fixed at the time a commitment to purchase is made, but delivery of and payment for the when-issued securities take place at a later date. Normally, the settlement date occurs within one month of the purchase (60 days for municipal bonds and notes). During the period between purchase and settlement, no payment is made by a Fund and no interest accrues to the Fund. To the extent that assets of a Fund are held in cash pending the settlement of a purchase of securities, that Fund would earn no income; however, it is the Funds' intention that each Fund will be fully invested to the extent practicable and subject to the policies stated herein and in the Prospectus. Although when-issued securities may be sold prior to the settlement date, each Fund intends to purchase such securities with the purpose of actually acquiring them unless a sale appears desirable for investment reasons.

When-issued transactions are entered into in order to secure what is considered to be an advantageous price and yield to a Fund and not for purposes of leveraging the Fund's assets. However, a Fund will not accrue any income on these securities prior to delivery. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. There is a risk that a party with whom a Fund has entered into such transactions will not perform its commitment, which could result in a gain or loss to the Fund.

The Funds do not believe that a Fund's NAV per share or income will be exposed to additional risk by the purchase of securities on a when-issued basis. At the time a Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the amount due and the value of the security in determining the Fund's NAV per share. The market value of the when-issued security may be more or less than the purchase price payable at the settlement date. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, the Fund's commitments to purchase securities on a when-issued basis. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. Such securities either will mature or, if necessary, be sold on or before the settlement date.

ZERO COUPON BONDS

The Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to the Fund on a current basis but is, in effect, compounded, the value of the securities of this type is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly. Zero coupon bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which a Fund must accrue and distribute every year even though the Fund receives no payment on the investment in that year. Zero coupon bonds tend to be more volatile than conventional debt securities.

BOARD MEMBERS AND OFFICERS

MANAGEMENT

The Board Members oversee the MainStay Funds Trust, the Manager, the Subadvisor and elect the officers of the Funds who are responsible for the day to day operations of the Funds. Information pertaining to the Board Members and officers is set forth below. Each Board Member serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The Retirement Policy provides that a Board Member shall tender his or her resignation upon reaching age 72. A Board Member reaching the age of 72 may continue for additional one year periods with the approval of the Board's Nominating and Governance Committee, except that no Board Member shall serve on the Board past his or her 75th birthday. Officers serve a term of one year and are elected annually by the Board Members. The business address of each Board Member and officer listed below is 51 Madison Avenue, New York, New York 10010.

NAME AND
DATE OF BIRTH
TERM OF OFFICE,
POSITION(S) HELD AND
LENGTH OF SERVICE
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
BOARD MEMBER
OTHER DIRECTORSHIPS
HELD BY BOARD MEMBER
John Y. Kim
9/24/60
Indefinite;
Trustee since April 2009
Member of the Board of Managers and President and Chief Executive Officer (since April 2008) of New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers, MacKay Shields LLC (since April 2008); Chairman of the Board, Institutional Capital LLC, Madison Capital LLC, McMorgan & Company LLC, Chairman and Chief Executive Officer, NYLIFE Distributors LLC and Chairman of the Board of Managers, NYLCAP Manager, LLC (since April 2008); President, Prudential Retirement, a business unit of Prudential Financial, Inc. (2002 to 2007) 73 Eclipse Funds: Trustee since September 2008 (2 funds);
Eclipse Funds Inc.: Director since September 2008 (21 funds);
ICAP Funds, Inc.: Director since September 2008 (4 funds);
MainStay VP Series Fund, Inc.: Director since September 2008 (23 portfolios);
MainStay Funds: Trustee since September 2008 (19 funds)

† 

This Board Member is considered to be an "interested person" of MainStay Funds Trust within the meaning of the 1940 Act because of his affiliation with MainStay Funds Trust, New York Life Insurance Company, New York Life Investment Management LLC, MacKay Shields LLC, Madison Square Investors LLC, Institutional Capital LLC, Markston International, LLC, Winslow Capital Management, Inc., Epoch Investment Partners, Inc., Eclipse Funds, Eclipse Funds Inc., The MainStay Funds, MainStay VP Series Fund, Inc., ICAP Funds, Inc., NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned "Principal Occupation(s) During Past Five Years."

 

NAME AND
DATE OF BIRTH
TERM OF OFFICE,
POSITION(S) HELD AND
LENGTH OF SERVICE
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
BOARD MEMBER
OTHER DIRECTORSHIPS
HELD BY BOARD MEMBER
Susan B. Kerley
8/12/51
Indefinite;
Trustee since April 2009
President, Strategic Management Advisors LLC (since 1990) 73 Eclipse Funds: Chairman since 2005, and Trustee since 2000 (2 funds);
Eclipse Funds Inc.: Chairman since 2005 and Director since 1990 (21 funds);
ICAP Funds, Inc.: Chairman and Director since 2006 (4 funds);
MainStay VP Series Fund, Inc.: Chairman and Director since 2007 (23 portfolios);
MainStay Funds: Chairman and Trustee since 2007 (19 funds);
Trustee, Legg Mason Partners Funds, Inc., since 1991 (68 portfolios)
Alan R. Latshaw
3/27/51
Indefinite;
Trustee since April 2009
Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006) 73 Eclipse Funds: Trustee and Audit Committee Financial Expert since 2007 (2 funds);
Eclipse Funds Inc.: Director and Audit Committee Financial Expert since 2007 (21 funds);
ICAP Funds, Inc.: Director and Audit Committee Financial Expert since 2006 (4 funds);
MainStay VP Series Fund, Inc.: Director since 2007 (23 portfolios);
MainStay Funds: Trustee and Audit Committee Financial Expert since 2006 (19 funds);
Trustee, State Farm Associates Funds Trusts since 2005 (3 portfolios);
Trustee, State Farm Mutual Fund Trust since 2005 (15 portfolios);
Trustee, State Farm Variable Product Trust since 2005 (9 portfolios)
Peter Meenan
12/5/41
Indefinite;
Trustee since April 2009
Independent Consultant; President and Chief Executive Officer, Babson – United, Inc. (financial services firm) (2000 to 2004); Independent Consultant (1999 to 2000); Head of Global Funds, Citicorp (1995 to 1999) 73 Eclipse Funds: Trustee since 2002 (2 funds);
Eclipse Funds Inc.: Director since 2002 (21 funds);
ICAP Funds, Inc.: Director since 2006 (4 funds);
MainStay VP Series Fund, Inc.: Director since 2007 (23 portfolios);
MainStay Funds: Trustee since 2007 (19 funds)
Richard H. Nolan, Jr.
11/16/46
Indefinite;
Trustee since April 2009
Managing Director, ICC Capital Management; President – Shields/Alliance, Alliance Capital Management (1994 to 2004) 73 Eclipse Funds: Trustee since 2007 (2 funds);
Eclipse Funds Inc.: Director since 2007 (21 funds);
ICAP Funds, Inc.: Director since 2007 (4 funds);
MainStay VP Series Fund, Inc.: Director since 2006 (23 portfolios);
MainStay Funds: Trustee since 2007 (19 funds)
Richard S. Trutanic
2/13/52
Indefinite;
Trustee since April 2009
Chairman (1990 to present) and Chief Executive Officer (1990 to 1999 and since 2004), Somerset & Company (financial advisory firm); Managing Director and Advisor, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Member of the Board, Groupe Arnault S.A. (private investment firm) (1999 to 2002) 73 Eclipse Funds: Trustee since 2007 (2 funds);
Eclipse Funds Inc.: Director since 2007 (21 funds);
ICAP Funds, Inc.: Director since 2007 (4 funds);
MainStay VP Series Fund, Inc.: Director since 2007 (23 portfolios);
MainStay Funds: Trustee since 2007 (19 funds)
Roman L. Weil
5/22/40
Indefinite;
Trustee since April 2009
V. Duane Rath Professor of Accounting, Graduate School of Business, University of Chicago; President, Roman L. Weil Associates, Inc. (consulting firm); Board Member and Chairman of the Board, Ygomi LLC (information and communications company) 73 Eclipse Funds: Trustee and Audit Committee Financial Expert since 2007 (2 funds);
Eclipse Funds Inc.: Director and Audit Committee Financial Expert since 2007 (21 funds);
ICAP Funds, Inc.: Director and Audit Committee Financial Expert since 2007 (4 funds);
MainStay VP Series Fund, Inc.: Director since 1994 (23 portfolios);
MainStay Funds: Trustee and Audit Committee Financial Expert since 2007 (19 funds)
John A. Weisser
10/22/41
Indefinite;
Trustee since April 2009
Retired. Managing Director of Salomon Brothers, Inc. (1971 to 1995) 73 Eclipse Funds: Trustee since 2007 (2 funds);
Eclipse Funds Inc.: Director since 2007 (21 funds);
ICAP Funds, Inc.: Director since 2007 (4 funds);
MainStay VP Series Fund, Inc.: Director since 1997 (23 portfolios);
MainStay Funds: Trustee since 2007 (19 funds);
Direxion Insurance Trust since 2007 (3 portfolios);
Trustee, Direxion Funds (30 portfolios);
Trustee, Direxion Shares ETF Trust, since 2008 (8 portfolios)

 

OFFICERS (WHO ARE NOT BOARD MEMBERS)
NAME AND
DATE OF BIRTH
POSITION(S) HELD AND
LENGTH OF SERVICE
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
Jack R. Benintende
5/12/64
Treasurer and Principal Financial and Accounting Officer since April 2009 Assistant Treasurer, New York Life Investment Management Holdings LLC (since July 2008); Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay VP Series Fund, Inc., Eclipse Funds Inc, Eclipse Funds, MainStay Funds and ICAP Funds, Inc. (since 2007); Vice President, Prudential Investments (2000 to 2007); Assistant Treasurer, JennisonDryden Family of Funds, Target Portfolio Trust, The Prudential Series Fund and American Skandia Trust (2006 to 2007); Treasurer and Principal Financial Officer, The Greater China Fund (2007)
Jeffrey A. Engelsman
9/28/67
Vice President and Chief Compliance Officer since April 2009 Managing Director, Compliance, New York Life Investments (since 2009); Director and Associate General Counsel, New York Life Investment Management LLC (2005 to 2008); Assistant Secretary, NYLIM Service Company LLC (since 2008); Assistant Secretary, NYLIFE Distributors LLC (2006 to 2008); Vice President and Chief Compliance Officer, MainStay VP Series Fund, Inc., Eclipse Funds Inc, Eclipse Funds, MainStay Funds and ICAP Funds, Inc. (since January 2009); Assistant Secretary, The MainStay Funds and ICAP Funds, Inc. (2006 to 2008); Assistant Secretary, Eclipse Funds, Eclipse Funds, Inc., and MainStay VP Series Fund, Inc. (2005 to 2008); Director and Senior Counsel, Deutsche Asset Management (1999 to 2005)
Stephen P. Fisher
2/22/59
President since April 2009 President and Chief Executive Officer, NYLIFE Distributors LLC (since 2008); Chairman of the Board, NYLIM Service Company LLC (since 2008); Senior Managing Director and Chief Marketing Officer, New York Life Investment Management LLC (since 2005); Managing Director – Retail Marketing, New York Life Investment Management LLC (2003 to 2005); President, MainStay VP Series Fund, Inc., Eclipse Funds Inc, Eclipse Funds, MainStay Funds and ICAP Funds, Inc. (since 2007); Managing Director, UBS Global Asset Management (1999 to 2003)
Scott T. Harrington
2/8/59
Vice President — Administration since April 2009 Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Executive Vice President, New York Life Trust Company and New York Life Trust Company, FSB (since 2006); Vice President—Administration, MainStay VP Series Fund, Inc., Eclipse Funds Inc, Eclipse Funds, MainStay Funds and ICAP Funds, Inc.(since 2005)
Alison H. Micucci
12/16/65
Senior Vice President since April 2009 Senior Managing Director (2006 to 2008), Managing Director (2004 to 2006), and Chief Compliance Officer (2004 to 2008), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Senior Managing Director, Compliance (since 2006) and Managing Director, Compliance (2003 to 2006), NYLIFE Distributors LLC; Chief Compliance Officer, NYLCAP Manager LLC; Senior Vice President, MainStay VP Series Fund, Inc. (since 2006); Chief Compliance Officer, The MainStay Funds, Eclipse Funds, Eclipse Funds Inc., MainStay VP Series Fund, Inc. and ICAP Funds, Inc. (2006 to 2009); Deputy Chief Compliance Officer, New York Life Investment Management LLC (2002 to 2003); Vice President and Compliance Officer, Goldman Sachs Asset Management (1999 to 2002)
Marguerite E.H. Morrison
3/26/56
Chief Legal Officer since 2008 and Secretary since April 2009 Vice President, Associate General Counsel and Assistant Secretary, New York Life Insurance Company (since 2008); Managing Director, Associate General Counsel and Assistant Secretary, New York Life Investment Management LLC (since 2004); Managing Director and Secretary, NYLIFE Distributors LLC; Secretary, NYLIM Service Company LLC (since 2008); Assistant Secretary, New York Life Investment Management Holdings LLC (since 2008); Chief Legal Officer (since 2008) and Secretary, and MainStay VP Series Fund, Inc., Eclipse Funds Inc, Eclipse Funds, MainStay Funds and ICAP Funds, Inc. (since 2004); Chief Legal Officer—Mutual Funds and Vice President and Corporate Counsel, The Prudential Insurance Company of America (2000 to 2004)

† 

The officers listed above are considered to be "interested persons" of MainStay Funds Trust within the meaning of the 1940 Act because of their affiliation with New York Life Insurance Company, New York Life Investment Management LLC, MacKay Shields LLC, Madison Square Investors LLC, Institutional Capital LLC, Markston International, LLC, Winslow Capital Management, Inc., Epoch Investment Partners, Inc., Eclipse Funds, Eclipse Funds Inc., The MainStay Funds, MainStay VP Series Fund, Inc., ICAP Funds, Inc., NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned "Principal Occupation(s) During Past Five Years." Officers are elected annually by the Board to serve a one year term.

BOARD OF TRUSTEES

The Board oversees the Funds, the Manager and the Subadvisor. The committees of the Board include the Audit Committee, the Contracts Committee, the Investment Committee, and the Nominating and Governance Committee. The Board also established a Valuation Committee and Valuation Subcommittee, which may include members who are not Board Members. As of the date of this SAI, each of the Committees have met twice.

Audit Committee. The purpose of the Audit Committee, which meets at least twice annually, is to oversee the Funds' processes for accounting, auditing, financial reporting, and related internal controls and compliance with applicable laws and regulations. The members of the Audit Committee include Alan R. Latshaw (Chairman), Susan B. Kerley and Roman L. Weil.

Contracts Committee. The purpose of the Contracts Committee, which meets on an as needed basis, is to assist the Board in overseeing contracts to which the Funds are or are proposed to be parties and to ensure that the interests of the Funds and their shareholders are served by the terms of these contracts. The Committee will oversee the process of evaluating new contracts, reviewing existing contracts on a periodic basis and may, at its discretion or at the request of the Board, make recommendations to the Board with respect to any contracts affecting the Funds. The members of the Contracts Committee include Peter Meenan (Chairman), Richard H. Nolan, Jr., Richard S. Trutanic and John A. Weisser, Jr.

Investment Committee. The purpose of the Investment Committee, which meets on a quarterly basis, is to assist the Board in overseeing the portfolio management, performance and brokerage practices relating to the Funds and to consider any proposals that the Manager may make from time to time concerning the Funds offered for investment. The members of the Investment Committee are Richard H. Nolan, Jr. (Chairman), John Y. Kim, Alan R. Latshaw, Susan B. Kerley, Peter Meenan, Richard S. Trutanic, Roman L. Weil and John A. Weisser, Jr.

Nominating and Governance Committee. The purpose of the Nominating and Governance Committee, which meets on an as needed basis, is to: (1) make recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing the management of the Funds; (2) make recommendations to the Board regarding (a) its size, structure and composition; (b) qualifications for Board membership; and (c) compensation for Board Members; (3) identify and recommend qualified individuals for Board membership and for the chairmanship of the Board; (4) make recommendations to the Board with respect to the Board's committee structure, committee membership and chairmanship; and (5) oversee the self-assessment of the Board, its committees and its members. The members of the Nominating and Governance Committee are John A. Weisser, Jr. (Chairman), Alan R. Latshaw, Susan B. Kerley, Peter Meenan, Richard H. Nolan, Jr., Richard S. Trutanic and Roman L. Weil.

The Nominating and Governance Committee has adopted Policies for Consideration of Board Member candidates (the "Candidate Policy"), formal policies on the consideration of Board member candidates, including nominees recommended by shareholders. The Nominating and Governance Committee may solicit suggestions for nominations from any source, which it deems appropriate, including independent consultants engaged specifically for such a purpose.

Shareholders or shareholder groups submitting candidates to the Nominating and Governance Committee must show that the candidate satisfies the Nominating and Governance Committee qualifications for submission, at the time of submitting the candidate to the attention of the Funds' Secretary, who will provide all qualified submissions to the Nominating and Governance Committee. This submission to the Secretary of the Funds must include: (a) Contact information for the nominating shareholder or shareholder group; (b) a certification from the nominating shareholder or shareholder group which provides the number of shares which the person or group has: (i) sole power to vote or direct the vote; (ii) shared power to vote or direct the vote; (iii) sole power to dispose or direct the disposition of such shares; and (iv) shared power to dispose or direct the disposition of such shares and (v) stating that the shares have been held continuously for at least two years as of the date of the nomination; (c) the candidate's contact information and the number of applicable Fund shares owned by the candidate; (d) all information regarding the candidate that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A under the Securities Exchange Act of 1934, as amended; and (e) a notarized letter executed by the candidate, stating his or her intention to serve as a candidate and be named in the Funds' proxy statement, if so designated by the Nominating and Governance Committee and the Funds' Board. It shall be in the Nominating and Governance Committee's sole discretion whether to seek corrections of a deficient submission or to exclude a candidate from consideration.

Valuation Committee. The purpose of the Valuation Committee is to oversee the implementation of the Funds' valuation procedures and to make fair value determinations on behalf of the Board as specified in such valuation procedures. The members of the Valuation Committee include: Jack R. Benintende (Chairman), Chistopher C. Andersen, Jeffrey A. Engelsman, Susan B. Kerley, John Y. Kim, Alan R. Latshaw, Peter Meenan, Marguerite E. H. Morrison, Richard H. Nolan, Jr., Richard S. Trutanic, Roman L. Weil, John A. Weisser, Jr., and Jae S. Yoon. The Committee meets as often as necessary to ensure that each action taken by the Valuation Subcommittee is reviewed within a calendar quarter of such action.

Valuation Subcommittee. The purpose of the Valuation Subcommittee, which meets on an as needed basis, is to establish prices of securities for which market quotations are not readily available or the prices of which are not often readily determinable pursuant to the Funds' valuation procedures. Meetings may be held in person or by telephone conference call. The Subcommittee may also take action via electronic mail in lieu of a meeting pursuant to the guidelines set forth in the valuation procedures. The members of the Valuation Subcommittee include: Christopher C. Andersen, Jack R. Benintende, William Cheng, Jeffrey A. Engelsman, Christopher Feind, Marguerite E. H. Morrison, Gary E. Wendlandt and Jae S. Yoon.

As of December 31, 2008, the dollar range of equity securities owned by each Board Member in the Funds (including beneficially) and in any registered investment company overseen by the Board Members within the same family of investment companies as the MainStay Funds Trust (the "MainStay Group of Funds") was as follows:

 

INTERESTED BOARD MEMBER
INTERESTED BOARD MEMBER DOLLAR RANGE OF EQUITY SECURITIES
IN THE MAINSTAY FUNDS TRUST
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY BOARD MEMBER IN
FAMILY OF INVESTMENT COMPANIES
John Y. Kim 1 None $0

This Board Member is considered to be an "interested person" of the MainStay Group of Funds within the meaning of the 1940 Act because of his affiliation with New York Life Insurance Company, New York Life Investment Management LLC, MacKay Shields LLC, Madison Square Investors LLC, Institutional Capital LLC, Markston International, LLC, Winslow Capital Management, Inc., Epoch Investment Partners, Inc., Eclipse Funds, Eclipse Funds Inc., The MainStay Funds, MainStay VP Series Fund, Inc., ICAP Funds, Inc., MainStay Funds Trust, NYLIFE Securities LLC and/or NYLIFE Distributors LLC.

 

INDEPENDENT BOARD MEMBERS
INDEPENDENT BOARD MEMBER DOLLAR RANGE OF EQUITY SECURITIES
IN THE MAINSTAY FUNDS TRUST
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY BOARD MEMBER IN
FAMILY OF INVESTMENT COMPANIES
Susan B. Kerley None Over $100,000
Alan R. Latshaw None $10,001 - $50,000
Peter Meenan None Over $100,000
Richard H. Nolan, Jr. None Over $100,000
Richard S. Trutanic None $1 - $10,000
Roman L. Weil None $50,001 - $100,000
John A. Weisser None $10,001 - $50,000

As of the date of this SAI, Trustees and officers of the MainStay Funds Trust as a group owned less than 1% of the outstanding shares of any class of common stock of each of the Funds.

As of the date of this SAI, each Trustee who is not an "interested person" of the Fund, as that term is defined in the 1940 Act, and his or her immediate family members, did not beneficially or of record own securities in (1) an investment adviser or principal underwriter of MainStay Funds Trust or (2) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the MainStay Funds Trust.

COMPENSATION

The following Compensation Table reflects the compensation received by certain Board Members, for the fiscal period ended October 31, 2008, from the MainStay Group of Funds. As the MainStay Funds Trust has not yet commenced operations, the Board Members received no compensation from the MainStay Funds Trust during that period. Effective January 1, 2009 (and as adopted by the Independent Trustees of the MainStay Funds Trust on April 8, 2009) the Independent Board Members receive from the MainStay Group of Funds (the "Fund Complex"), either directly or indirectly, an annual retainer of $100,000, a fee of $15,000 for each regular Board meeting and associated Committee meetings attended, a fee of $7,500 per day for other in-person Board meetings, and $2,500 per day if a Trustee attends an in-person meeting telephonically, and are reimbursed for all out-of-pocket expenses related to attendance at such meetings. The Chairman of the Board is also paid an annual fee of $30,000 and the Chairmen of the Audit, Investment, Contracts and Nominating and Governance Committees each receive an annual fee of $15,000. The Independent Board Members had a different compensation arrangement prior to January 1, 2009. Each Fund in the Fund Complex pays a pro rata share of these fees based on its net assets relative to the other Funds in the Fund Complex as of the end of the relevant fiscal year.

 

BOARD MEMBER AGGREGATE COMPENSATION FROM MAINSTAY FUNDS TRUST PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF FUND EXPENSES / ESTIMATED ANNUAL BENEFITS UPON RETIREMENT TOTAL COMPENSATION FROM THE FUND COMPLEX PAID TO BOARD MEMBERS
Susan B. Kerley $ 0   NONE $ 243,115
Alan R. Latshaw   0   NONE   238,149
Peter Meenan   0   NONE   245,255
Richard H. Nolan, Jr.   0   NONE   231,840
Richard S. Trutanic   0   NONE   222,873
Roman L. Weil   0   NONE   219,767
John A. Weisser   0   NONE   231,840

CODES OF ETHICS

MainStay Funds Trust, the Manager, the Distributor, and the Subadvisor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. Each of these Codes of Ethics permits the personnel of their respective organizations to invest in securities for their own accounts, including securities that may be purchased or held by the MainStay Funds Trust. A copy of each of the Codes of Ethics is on public file with, and is available from, the SEC.

THE MANAGER, THE SUBADVISOR AND THE DISTRIBUTOR

MANAGEMENT AGREEMENT

Pursuant to the Funds' Management Agreement (the "Management Agreement"), New York Life Investments, subject to the supervision of the Board, and in conformity with the stated policies of each Fund, administers each Fund's business affairs and has investment advisory responsibilities with respect to the Funds' portfolio securities. New York Life Investments is a wholly-owned subsidiary of New York Life Insurance Company ("New York Life"). New York Life Investments is registered as an investment advisor with the SEC and has provided investment management services since 2000. As of May 31, 2009, New York Life Investments and its affiliates had approximately $234 billion in assets under management.

The Management Agreement remains in effect for two years following its initial effective date, and continues in effect thereafter only if such continuance is specifically approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Board Members who are not "interested persons" (as the term is defined in the 1940 Act) of the MainStay Funds Trust, the Manager or the Subadvisor (the "Independent Board Members").

The Manager has authorized any of its members, managers, officers and employees who have been elected or appointed as Board Members or officers of the MainStay Funds Trust to serve in the capacities in which they have been elected or appointed.

The Management Agreement provides that the Manager shall not be liable to a Fund for any error or judgment by the Manager or for any loss sustained by a Fund except in the case of the Manager's willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The Management Agreement also provides that it shall terminate automatically if assigned and that it may be terminated without penalty by either party upon no more than 60 days' or less than 30 days' written notice.

In connection with its administration of the business affairs of each of the Funds, and except as indicated in the Prospectus, the Manager bears the following expenses:

  • the salaries and expenses of all personnel of the MainStay Funds Trust and the Manager, except the fees and expenses of Board Members not affiliated with the Manager or a Subadvisor;

  • the fees to be paid to the Subadvisor pursuant to the Subadvisory Agreement or otherwise; and

  • all expenses incurred by the Manager in connection with administering the ordinary course of the Funds' business, other than those assumed by the MainStay Funds Trust, as the case may be.

Effective upon the respective closing dates of the Reorganizations, the Manager has entered into written expense limitation agreements for each of the Funds, under which it has agreed to reimburse expenses of Class A and Class I shares of each Fund so that the total ordinary operating expenses for Class A and Class I shares of such Fund do not exceed the total annual operting expenses of the Class P and Institutional Class shares of such Fund's predecessor (adjusted to reflect any expense limitation agreements then in effect), respectively, as of the closing dates of the respective Reorganizations. The Manager will apply an equivalent waiver or reimbursement, in an amount equal to the amount of basis points waived for Class A shares, to Investor Class and Class C shares of such Fund. These expense caps will be in effect for a two-year period unless extended by the Manager and approved by the Funds' Board. The Manager may recoup the amount of any expense reimbursements from a Fund pursuant to this agreement if such action does not cause the Fund to exceed existing expense limitations and the recoupment is made within the year in which the Manager incurred the expense.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of subadvisors to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Board Members, to hire or terminate unaffiliated subadvisors and to modify any existing or future subadvisory agreement with an unaffiliated subadvisor without shareholder approval. The initial sole shareholder of the Funds has approved the manager of managers arrangement. The fees paid to the Subadvisor are paid out of the management fee paid to the Manager and are not additional expenses of each Fund.

Conditions to exemptive relief include: (i) the MainStay Funds Trust would make certain disclosures in the prospectus regarding the existence, substance and effect of the order; (ii) the MainStay Funds Trust would be required to provide an information statement to shareholders of a Fund containing details about the Subadvisor, the Subadvisory Agreement, and certain aggregate subadvisory fee information within 90 days of hiring a new Subadvisor; (iii) the Board would be required to determine that any change in Subadvisor is in the best interests of the Fund; (iv) no Board Member or Officer of the Fund would be permitted to own any interest in a Subadvisor, subject to certain exceptions; (v) the Manager would not enter into a Subadvisory Agreement with any affiliated Subadvisor without shareholder approval; (vi) before a Fund may rely on the Order, the operation of that Fund pursuant to the Order must be approved by a majority of the Fund's outstanding voting securities; and (vii) at all times, at majority of the Board will not be "interested persons" of the MainStay Funds Trust within the meaning of the 1940 Act and the nomination of new or additional Board Members that are not "interested persons" will be at the discretion of the then existing Board Members that are not "interested persons."

For its services, each Fund pays the Manager a monthly fee, which is based on each Fund's average net assets. (See the Prospectus under the heading "Know With Whom You're Investing").

EXPENSES BORNE BY MAINSTAY FUNDS TRUST

Except for the expenses to be paid by the Manager as described in the Prospectus, the MainStay Funds Trust, on behalf of each Fund, is responsible under the Management Agreement for the payment of expenses related to each Fund's operations, including: (1) the fees payable to the Manager; (2) the fees and expenses of the Board Members who are not affiliated with the Manager or Subadvisor; (3) certain fees and expenses of MainStay Funds Trust's custodian and transfer agent; (4) the charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants; (5) brokers' commissions and any issue or transfer taxes chargeable to MainStay Funds Trust, on behalf of a Fund, in connection with its securities transactions; (6) the fees of any trade association of which a Fund or MainStay Funds Trust is a member; (7) the cost of share certificates representing shares of a Fund; (8) reimbursement of a portion of the organization expenses of a Fund and the fees and expenses involved in registering and maintaining the registrations of MainStay Funds Trust and of its shares with the SEC and registering MainStay Funds Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of MainStay Funds Trust's registration statements and prospectuses for such purposes; (9) allocable communications expenses with respect to investor services and all expenses of shareholders' and Board Members' meetings and preparing, printing and mailing prospectuses and reports to shareholders; (10) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of a Fund's business; (11) any expenses assumed by the Fund pursuant to its plan of distribution; (12) all taxes and business fees payable by a Fund to federal, state or other governmental agencies; and (13) costs associated with the pricing of the Funds' shares; Fees and expenses of legal counsel include an allocable portion of the cost of maintaining an internal legal and compliance department.

In addition, each Fund of MainStay Funds Trust may reimburse NYLIFE Securities LLC, NYLIFE Distributors and NSC, for the cost of certain correspondence to shareholders and the establishment of shareholder accounts.

SUBADVISORY AGREEMENT

Pursuant to the Subadvisory Agreement between the Manager and the Subadvisor, and subject to the supervision of the Board Members and the Manager in conformity with the stated policies of each of the Funds and MainStay Funds Trust, the Subadvisor manages such Fund's portfolios including the purchase, retention, disposition and, in most cases, loan of securities.

As compensation for services, the Manager, not the Funds, pays the Subadvisor an annual fee, computed daily and paid monthly, calculated on the basis of each Fund's average daily net assets during the preceding month at the annual rates set forth in the charts below.

FUND NAME ANNUAL RATE
MAINSTAY TRUST
MainStay Epoch U.S. Equity Fund 0.40%
MainStay Epoch Global Choice Fund 0.50%
MainStay Epoch Global Equity Yield Fund 0.35%
MainStay Epoch International Small Cap Fund 0.55%

The Subadvisory Agreement provides that the Subadvisor shall not be liable to a Fund for any error of judgment by a Subadvisor or for any loss sustained by a Fund except in the case of a Subadvisor's willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The Subadvisory Agreement also provides that it shall terminate automatically if assigned and that it may be terminated without penalty by either party upon 60 days' or less written notice.

MANAGEMENT AND SUBADVISORY FEES

The Funds have not yet commenced operations. Therefore, no advisory or subadvisory payments have been made to New York Life Investments as Manager, or Epoch as Subadvisor.

For the fiscal periods ended December 31, 2008, December 31, 2007 and December 31, 2006 (as applicable), the Epoch Funds, the predecessor funds to the MainStay Epoch Funds, paid Epoch the following amounts of advisory fees pursuant to previous advisory agreements entered into between Epoch and the Epoch Funds.

  Period Ended
ADVISORY FEE PAID
12/31/08
ADVISORY FEE WAIVED
12/31/08
ADVISORY FEE PAID
12/31/07
ADVISORY FEE WAIVED
12/31/07
ADVISORY FEE PAID
12/31/06
ADVISORY FEE WAIVED
12/31/06
FUND
Epoch U.S. Large Cap Equity Fund $ 52,087 $ 4,617 $ 0 $ 0 $ 0 $ 0
Epoch U.S. All Cap Equity Fund   535,441   142,731   194,265   136,486   134,361   102,855
Epoch Equity Shareholder Yield Fund   3,535,559   0   3,539,555   0   1,175,073   0
Epoch International Small Cap Fund   3,253,582   0   4,747,531   0   2,157,375   0

In consideration for Epoch's services described herein, New York Life Investments will also pay Epoch an additional quarterly service fee over the three-year period following the closing of the Reorganization of the Epoch Funds with the Funds that, among other factors, is based upon a percentage of the total assets that are acquired as a result of the proposed Epoch Fund Reorganizations. There may also be additional payments made to Epoch should New York Life Investments and its affiliates fail to achieve certain sales targets over the three year period following the Reorganizations of the Epoch Funds. In addition to establishing the subadvisory relationship between Epoch and New York Life Investments for the Funds and certain other Mainstay Funds advised by New York Life Investments, Epoch and New York Life Investments contemplate an ongoing relationship between the parties wherein, among other things, (i) New York Life Investments agrees to recommend to the Board of the MainStay Group of Funds that Epoch continue to serve as subadvisor for certain MainStay Funds and the Epoch Funds, subject to Board approval and other conditions, (ii) Epoch agrees not to provide subadvisory services to certain competing funds, (iii) New York Life Investments has a right of first refusal to offer certain new Epoch products, (iv) Epoch and an affiliate of New York Life Investments enter into a distribution relationship with respect to certain separately managed account and unified managed account products, and (v) Epoch agrees to maintain certain minimum additional capacity levels for new sales by New York Life Investments in the funds and other investment products subadvised by Epoch.

DISTRIBUTION AGREEMENTS

NYLIFE Distributors LLC, a limited liability corporation organized under the laws of Delaware with a principal place of business located at 169 Lackawanna Avenue, Parsippany, New Jersey 07054, serves as the distributor and principal underwriter (the "Distributor") of each Fund's shares pursuant to a Distribution Agreement ("Distribution Agreement"). NYLIFE Securities LLC ("NYLIFE Securities"), an affiliated company, and other financial intermediaries, sell shares of the Funds pursuant to a dealer agreement with the Distributor. The Distributor and other broker-dealers will pay commissions to sales representatives as well as the cost of printing and mailing prospectuses to potential investors and of any advertising incurred by them in connection with their distribution of Fund shares. In addition, the Distributor will pay for a variety of account maintenance and personal services to shareholders after the sale. The Distributor is not obligated to sell any specific amount of shares of the MainStay Funds Trust. The Distributor receives sales loads and distribution plan payments. MainStay Funds Trust anticipates making a continuous offering of its shares, although it reserves the right to suspend or terminate such offering at any time with respect to any Fund or class or group of Funds or classes and receives no compensation from MainStay Funds Trust under the Distribution Agreements. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of the Funds, which may vary based on the type of Fund being promoted. The Distributor, at its own expense, also may, from time to time, provide promotional incentives to dealers who sell Fund shares.

The Distribution Agreement remains in effect for two years following its respective initial effective dates, and continue in effect if such continuance is specifically approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Independent Board Members. The Distribution Agreement is terminable with respect to a Fund at any time, without payment of a penalty, by vote of a majority of the Independent Board Members, upon 60 days' written notice to the Distributor, or by vote of a majority of the outstanding voting securities of that Fund, upon 60 days' written notice to the Distributor, or by the Distributor, upon not less than 60 days' written notice to the MainStay Funds Trust. The Distribution Agreement will terminate in the event of its assignment.

DISTRIBUTION PLANS

With respect to each of the Funds, the Board has adopted separate plans of distribution pursuant to Rule 12b-1 under the 1940 Act for Investor Class, Class A and Class C shares (the "Investor Class Plans," the "Class A Plans," and the "Class C Plans," or collectively, the "12b-1 Plans").

Under the 12b-1 Plans, a class of shares of a Fund pays distribution and/or service fees to the Distributor as compensation for distribution and/or service activities related to that class of shares and its shareholders. Because these fees are paid out of a Fund's assets on an on-going basis, over time these fees will increase the cost of an investment and may cost a shareholder more than paying other types of sales charges. Each 12b-1 Plan provides that the distribution and/or service fees are payable to the Distributor regardless of the amounts actually expended by the Distributor. Authorized distribution expenses include the Distributor's interest expense and profit. The Distributor anticipates that its actual expenditures will substantially exceed the distribution fee received by it during the early years of the operation of a 12b-1 Plan. Dealers meeting certain criteria established by the Distributor, which may be changed from time to time, may receive additional compensation. In addition, with respect to Investor Class and Class A shares, the Distributor may pay dealers an ongoing annual service fee equal to 0.25% of the aggregate NAV of shares held by investors serviced by the dealer.

The Distributor will advance to dealers who sell Class C shares of the Funds an amount equal to 1.00% of the aggregate NAV of the shares sold. In addition, the Distributor may make payments quarterly to dealers in an amount up to 1.00% on an annualized basis of the average NAV of the Class C shares that are attributable to shareholders for whom the dealers are designated as dealers of record.

In later years, its expenditures may be less than the distribution fee, thus enabling the Distributor to realize a profit in those years.

If a 12b-1 Plan for the Funds is terminated, the Funds will owe no payments to the Distributor other than fees accrued but unpaid on the termination date. Each 12b-1 Plan may be terminated only by specific action of the Board Members or shareholders.

12b-1 Plan revenues may be used to reimburse third parties that provide various services to shareholders who are participants in various retirement plans. These services include activities in connection with the provision of personal, continuing services to investors in a Fund. Overhead and other expenses related to service activities, including telephone and other communications expenses, may be included in the amounts expended for such activities. Persons selling or servicing different classes of shares of the Funds may receive different compensation with respect to one particular class of shares as opposed to another in the same Fund. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of the Funds, which may vary based on the type of Fund being promoted. The Distributor, at its expense, also may from time to time provide additional promotional incentives to dealers who sell Fund shares.

Under the Investor Class Plan and Class A Plan, each of these classes of shares of a Fund pay the Distributor a monthly fee at the annual rate of 0.25% of the average daily net assets of each Fund's respective class of shares for distribution or service activities, as designated by the Distributor.

Under the Class C Plan, a Fund's Class C shares pay a monthly distribution fee to the Distributor at the annual rate of 0.75% of the average daily net assets attributable to that Fund's Class C shares. Pursuant to the Class C Plan, the Class C shares also pay a service fee to the Distributor at the annual rate of 0.25% of the average daily net assets of a Fund's Class C shares.

Each 12b-1 Plan shall continue in effect from year to year, provided such continuance is approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Independent Board Members. No 12b-1 Plan may be amended to increase materially the amount to be spent for the services described therein without approval of the shareholders of the affected class of shares of a Fund, and all material amendments of a 12b-1 Plan must also be approved by the Board Members in the manner described above. Each 12b-1 Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the affected Fund (as defined in the 1940 Act) on not more than 30 days' written notice to any other party to the 12b-1 Plan. So long as any 12b-1 Plan is in effect, the selection and nomination of Board Members who are not such interested persons has been committed to those Board Members who are not interested persons. Pursuant to each 12b-1 Plan, the Distributor shall provide MainStay Funds Trust for review by the Board Members, and the Board Members shall review at least quarterly, a written report of the amounts expended under each 12b-1 Plan and the purpose for which such expenditures were made. In the Board Members' quarterly review of each 12b-1 Plan, they will consider its continued appropriateness and the level of compensation provided therein. The Board Members have determined that, in their judgment, there is a reasonable likelihood that each 12b-1 Plan will benefit the respective Fund and its shareholders.

Pursuant to Conduct Rule 2830 of the Financial Industry Regulatory Authority, the amount which a Fund may pay for distribution expenses, excluding service fees, is limited to 6.25% of the gross sales of the Fund's shares since inception of the Fund's Plan, plus interest at the prime rate plus 1% per annum (less any contingent deferred sales charges paid by shareholders to the Distributor or distribution fee (other than service fees) paid by the Funds to the Distributor).

The Funds have not yet commenced operations. Therefore, no distribution and/or service fees have been paid pursuant to the 12b-1 plans.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, 1601 Market Street, Philadelphia, Pennsylvania 19103-2499 has been selected as the independent registered public accounting firm for MainStay Funds Trust. KPMG LLP examines the financial statements of the Funds and provides other audit, tax, and related services as pre-approved by the Audit Committee.

TRANSFER AGENT

NYLIM Service Company, LLC ("NSC"), an affiliate of the Manager, serves as the transfer agent and dividend disbursing agent for the Funds. NSC has its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054. Pursuant to its Transfer Agency and Service Agreement with the Funds, NSC provides transfer agency services, such as the receipt of purchase and redemption orders, the receipt of dividend reinvestment instructions, the preparation and transmission of dividend payments and the maintenance of various records of accounts. The Funds pay NSC fees in the form of per account charges, as well as out-of-pocket expenses and advances incurred by NSC. NSC has entered into a Sub-Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. ("BFDS") located at 2 Heritage Drive, N. Quincy, Massachusetts 02171 and pays to BFDS per account, and transaction fees and out-of-pocket expenses for performing certain transfer agency and shareholder recordkeeping services. In connection with providing these services, BFDS deposits cash received in connection with mutual fund transactions in demand deposit accounts with State Street and retains the interest earnings generated from these accounts.

BFDS will perform certain of the services for which MainStay Investments is responsible. In addition, the Fund or MainStay Investments may contract with other service organizations, including affiliates of MainStay Investments and broker-dealers and other financial institutions, which will establish a single omnibus account for their clients with the Fund. The service organizations will provide shareholder services to the shareholders within the omnibus accounts and receive service fees for those services from the Fund.

The transfer agent has entered into arrangements with certain intermediary firms that maintain omnibus accounts with the Funds, including New York Life Retirement Plan Services, to compensate those firms for providing recordkeeping and administrative transaction processing services with respect to beneficial owners of Fund shares held through such omnibus accounts.

Transfer agent fees and expenses are charged to the Funds based on the number of accounts being serviced. Although the fees and expenses charged on this basis are generally in line with the average of other fund complexes, certain Funds or classes have smaller average account sizes than the mutual fund industry average. As a result, when expressed as a percentage of assets, the transfer agent fees and expenses and gross total operating expenses of those Funds or classes may be relatively higher than industry average. The Funds may, from time to time, consider and implement measures intended to increase average shareholder account size and/or reduce the Funds' transfer agent fees and expenses, in addition to the imposition of a small account fee.

CUSTODIAN

State Street, One Lincoln Street, Boston, Massachusetts 02111-2900, serves as custodian of cash and securities of the Funds and has subcustodial agreements for holding such Funds' foreign assets. For providing these services, State Street is compensated by the Fund. State Street also provides sub-administration and sub-accounting services to the Funds pursuant to an agreement with New York Life Investments. These services include calculating daily NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by the New York Life Investments.

LEGAL COUNSEL

Legal advice regarding certain matters relating to the federal securities laws is provided by Dechert LLP, 1775 I Street, N.W., Washington, District of Columbia 20006.

PROXY VOTING POLICIES AND PROCEDURES

It is the policy of the Funds that proxies received by the Funds are voted in the best interests of the Funds' shareholders. The Board has adopted Proxy Voting Policies and Procedures for the Funds that delegate all responsibility for voting proxies received relating to the Funds' portfolio securities to New York Life Investments, subject to the oversight of the Board. The Manager has adopted its own Proxy Voting Policies and Procedures in order to assure that proxies voted on behalf of the Funds are voted in the best interests of the Funds and their shareholders. Where the Funds have retained the services of a Subadvisor to provide day-to-day portfolio management for a Fund, the Manager may delegate proxy voting authority to the Subadvisor; provided that, as specified in the Manager's Proxy Voting Policies and Procedures, the Subadvisor either (1) follows the Manager's Proxy Voting Policy and the Funds' Procedures; or (2) has demonstrated that its proxy voting policies and procedures are consistent with the Manager's Proxy Voting Policies and Procedures or are otherwise implemented in the best interests of the Manager's clients and appear to comply with governing regulations. The Funds may revoke all or part of this delegation (to the Manager and/or Subadvisor as applicable) at any time by a vote of the Board.

Manager's Proxy Voting Guidelines. To assist the Manager in approaching proxy-voting decisions for the Funds and its other clients, the Manager has adopted proxy-voting guidelines ("Guidelines") with respect to certain recurring issues. These Guidelines are reviewed on an annual basis by the Manager's Proxy Voting Committee and revised when the Proxy Voting Committee determines that a change is appropriate. The Manager has selected RiskMetrics Group ("RMG"), an unaffiliated third-party proxy research and voting service to assist it in researching and voting proxies. With respect to each proxy received, RMG researches the proxy and provides a recommendation to the Manager as to how to vote on each issue based on its research of the individual facts and circumstances of the proxy issue and its application of its research findings to the Guidelines. The Funds' portfolio managers (or other designated personnel) have the ultimate responsibility to accept or reject any RMG proxy voting recommendation ("Recommendation"). The Manager will memorialize the basis for any decision to override a Recommendation, to abstain from voting, and to resolve any conflicts as further discussed below. In addition, the Manager may choose not to vote a proxy if the cost of voting outweighs the possible benefit; if the vote would have an indeterminable or insignificant effect on the client's economic interests or the value of the portfolio holding; or if a jurisdiction imposes share blocking restrictions.

Conflicts of Interest. When a proxy presents a conflict of interest, such as when the Manager has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and the Manager or an affiliated entity of the Manager, both the Funds' and the Manager's proxy voting policies and procedures mandate that the Manager follow an alternative voting procedure rather than voting proxies in its sole discretion. In these cases, the Manager may: (1) cause the proxies to be voted in accordance with the recommendations of an independent service provider; (2) notify the Fund's Board, a designated committee of the Manager, or a representative of either of the conflict of interest and seek a waiver of the conflict to permit the Manager to vote the proxies as it deems appropriate and in the best interest of Fund shareholders, under its usual policy; or (3) forward the proxies to the Fund's Board, or a designated committee of the Manager, so that the Board, or the committee may vote the proxies itself. In the case of proxies received in a fund-of-fund structure, whereby the Manager, on behalf of a Fund receives proxies in its capacity as a shareholder in an underlying fund, the Manager may vote in accordance with the recommendations of an independent service provider or echo the vote of the other shareholders in those underlying funds. As part of their delegation of proxy voting responsibility to the Manager, the Funds also delegated to the Manager responsibility for resolving conflicts of interest based on the use of acceptable alternative voting procedures, as described above. If the Manager chooses to override a voting recommendation made by RMG, the Manager's compliance department will review the override prior to voting to determine the existence of any potential conflicts of interest. If the compliance department determines a material conflict may exist, the issue is referred to the Manager's Proxy Voting Committee who will consider the facts and circumstances and determine whether to allow the override or take other action, such as the alternative voting procedures just mentioned.

GUIDELINES EXAMPLES

The following examples illustrate the Guidelines with respect to certain typical proxy votes. This summary is not an exhaustive list of all the issues that may arise or of all matters addressed in the Guidelines, and whether the Manager supports or opposes a proposal will depend upon the specific facts and circumstances described in the proxy statement and other available information. These Guidelines also apply to the Subadvisor.

  • Board of Directors. The Manager/Subadvisor will vote on director nominees in an uncontested election on a case-by-case basis, examining such factors as the composition of the board and key board committees, attendance at board meetings, corporate governance provisions and takeover activity. Also, the Manager will withhold votes from overboarded CEO directors, defined as serving on more than three boards (including their own). Also, the Manager will withhold votes from directors who sit on more than six public company boards. In a contested election of directors, the Manager/Subadvisor will evaluate the nominees based on such factors as the long-term financial performance of the target company relative to its industry; management's track record; background to the proxy contest; qualifications of director nominees (both slates) the likelihood that the proposed objectives and goals can be met; and stock ownership positions. The Manager/Subadvisor generally supports proposals to fix the board size or designate a range for the board size. However, the Manager/Subadvisor will vote against management ability to alter the size of a specified range without shareholder approval. In addition, the Manager/Subadvisor supports proposals to repeal classified boards or elect all directors annually. The Manager/Subadvisor also supports proposals seeking that a majority or more of the board be independent. The Manager/Subadvisor generally votes against shareholder proposals to impose a mandatory retirement age for outside directors. The Manager/Subadvisor will vote against or withhold votes from Compensation Committee members if the company has poor compensation practices.

  • Anti-takeover Defenses and Voting Related Issues. The Manager/Subadvisor generally evaluates advance notice proposals on a case-by-case basis, supporting proposals that allow shareholders to submit proposals as close to the meeting date as reasonably possible and within the broadest window possible. The Manager/Subadvisor generally supports shareholder proposals that ask a company to submit its poison pill for shareholder ratification; proposals to allow or make easier shareholder action by written consent; and proposals to lower supermajority vote requirements. The Manager/Subadvisor generally votes against proposals to restrict or prohibit shareholder ability to call special shareholder meetings and proposals giving the board exclusive authority to amend the bylaws.

  • Capital Structure. Generally, votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis using a model developed by RMG. The Manager/Subadvisor will generally vote for proposals to create a new class of nonvoting or subvoting common stock if it is intended for financing purposes with minimal or no dilution to current shareholders and if it is not designed to preserve the voting power of an insider or significant shareholder. The Manager/Subadvisor will generally vote for proposals to approve increases beyond the allowable increase when a company's shares are in danger of being delisted or if a company's ability to continue to operate as a going certain is uncertain. The Manager/Subadvisor will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights, when no shares have been issued or reserved for a specific purpose.

  • Executive and Director Compensation. Proposals regarding compensation plans are reviewed on a case-by-case basis using a methodology focusing on the transfer of shareholder wealth. Generally, the Manager/Subadvisor will support proposals seeking additional information regarding compensation, but will vote against proposals which set absolute levels on compensation or dictate amount or form of compensation.

Subadvisor Proxy Voting Guidelines. The Manager has delegated proxy-voting authority to the Funds' Subadvisor, Epoch. Below is a summary of the Subadvisor's proxy voting policies and procedures. This summary is not an exhaustive list of all the issues that may arise or of all matters addressed in the applicable proxy voting policies and procedures, and whether the Subadvisor supports or opposes a proposal will depend upon the specific facts and circumstances described in the proxy statement and other available information. This summary has either been provided by the Subadvisor or summarized by the Manager on behalf of the Subadvisor.

Epoch's proxy voting policy requires Epoch to vote proxies received in a manner consistent with the best interests of the Fund and its shareholders. Epoch's policy underscores Epoch's concern that all proxy voting decisions be made in the best interests of the Fund shareholders. Epoch's policy dictates that Epoch vote such proxies in a manner that will further the economic value of each investment for the expected holding period. Each vote cast by Epoch on behalf of the Fund is done on a case-by-case basis, taking into account all relevant factors.

In light of Epoch's fiduciary duty to its clients, and given the complexity of the issues that may be raised in connection with proxy votes, Epoch has retained RMG. RMG is a provider of risk management and corporate governance products and services to participants in the global financial markets. The services provided to Epoch include in-depth research, voting recommendations, vote execution and recordkeeping. Epoch has also adopted RMG's proxy voting guidelines. Notwithstanding the foregoing, Epoch will use its best judgment to vote proxies in the manner it deems to be in the best interests of its clients. In the event that Epoch's judgment differs from that of RMG, Epoch will memorialize the reasons supporting that judgment and retain a copy of those records for Epoch's files. Additionally, Epoch's CCO will periodically review the voting of proxies to ensure that all such votes - particularly those diverging from the judgment of RMG - are being voted consistently with Epoch's fiduciary duties.

Epoch believes that the retention of the services of RMG and the adoption of the proxy voting procedures of RMG adequately addresses the risks of material conflicts that may arise between Epoch's interests and those of its clients.

Where clients have delegated authority to vote proxies to Epoch, it votes them in accordance with its standard voting guidelines unless it agrees with the client to apply modified guidelines. RMG researches each proxy issue and provides a recommendation to Epoch on how to vote based on such research and its application of the research to the applicable voting guidelines.

Fund's Proxy Voting Record. Each Fund is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. The Funds will provide any shareholder a copy of their proxy voting record for the previous year ended June 30 within three business days of receipt of request, as well as make the proxy voting results available on their website. Once filed, the Funds' Form N-PX will be available on the Funds' website at mainstayinvestments.com or on the SEC's website at www.sec.gov .

DISCLOSURE OF PORTFOLIO HOLDINGS

The Board has adopted policies and procedures concerning selective disclosure of portfolio holdings of the Funds. Under these policies, the Manager publicly discloses the complete schedule of each Fund's portfolio holdings, as reported at month-end, no earlier than 30 days after the month's end and will publicly disclose each Fund's top ten holdings, as reported at quarter-end, no earlier than 15 days after the quarter's end. Such information will remain accessible until the next schedule is made publicly available. You may obtain a copy of a Fund's schedule of portfolio holdings or top ten holdings for the most recently completed period by accessing the information on the Funds' website at mainstayinvestments.com or by calling the Funds at 800-MAINSTAY (624-6782) . The Funds' quarterly top ten holdings information is also provided in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report to the SEC on Form N-Q.

Exceptions to the frequency and recipients of the disclosure may be made only with the advance authorization of the Funds' Chief Compliance Officer, after discussion with the appropriate portfolio manager, upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Such disclosure will be reported to the Board at the next regularly scheduled Board meeting.

In addition, the Manager or a Fund's Subadvisor may share the Fund's non-public portfolio holdings information with subadvisors, pricing services and other service providers to the Funds, who require access to such information in order to fulfill their contractual duties to the Funds. As of the date of this SAI, the Funds have not commenced operations. Therefore, they have not shared such information. The Manager may also disclose non-public information regarding a Fund's portfolio holdings information to certain mutual fund analysts and rating and tracking entities, such as Morningstar, Bloomberg, Standard & Poor's, Thompson Financial and Lipper Analytical Services, or to other entities that have a legitimate business purpose in receiving such information on a more frequent basis. Exceptions to the frequency and recipients of the disclosure may be made only with the advance authorization of the Funds' Chief Compliance Officer, after discussion with the appropriate portfolio manager, upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Such disclosure will be reported to the Board at the next regularly scheduled Board meeting.

All non-public portfolio holdings information is provided pursuant to a confidentiality agreement. All confidentiality agreements entered into for the receipt of non-public portfolio holdings information must provide that: (i) the Funds' non-public portfolio holdings information is the confidential property of the Funds and may not be used for any purpose except as expressly provided; (ii) the recipient of the non-public portfolio holdings information (a) agrees to limit access to the information to its employees and agents who are subject to a duty to keep and treat such information as confidential and (b) will implement appropriate monitoring procedures; and (iii) upon written request from New York Life Investments or the Funds, the recipient of the non-public portfolio holdings information shall promptly return or destroy the information. In lieu of the separate confidentiality agreement described above, the MainStay Funds Trust may rely on the confidentiality provisions of existing agreements provided New York Life Investments has determined that such provisions adequately protect the MainStay Funds Trust against disclosure or misuse of non-public holdings information.

Generally, employees of the Manager who have access to non-public information regarding the Funds' portfolio holdings information are restricted in their uses of such information pursuant to information barriers and personal trading restrictions contained in the Manager's policies and procedures.

Whenever portfolio holdings disclosure made pursuant to these procedures involves a conflict of interest between the Funds' shareholders and the Funds' Manager, Subadvisor, Distributor or any affiliated person of the Funds, the disclosure may not be made unless a majority of the Independent Board Members or a majority of a Board committee consisting solely of Independent Board Members approves such disclosure.

The Funds, the Manager and the Subadvisors shall not enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any material changes to the policies and procedures for the disclosure of portfolio holdings are reported to the Board on at least an annual basis.

PORTFOLIO MANAGERS

Each Fund's portfolio managers also have responsibility for the day-to-day management of accounts other than the Funds. Information regarding these other accounts, as of September 30, 2009 is set forth below:

    NUMBER OF OTHER ACCOUNTS MANAGED AND ASSETS BY ACCOUNT TYPE NUMBER OF ACCOUNTS AND ASSETS FOR WHICH THE ADVISORY FEE IS BASED ON PERFORMANCE
PORTFOLIO MANAGER FUNDS MANAGED BY PORTFOLIO MANAGER REGISTERED INVESTMENT COMPANY OTHER POOLED INVESTMENT VEHICLES OTHER ACCOUNTS REGISTERED INVESTMENT COMPANY OTHER POOLED INVESTMENT VEHICLES OTHER ACCOUNTS
Emily Baker MainStay Epoch International Small Cap Fund None 5 Accounts
$283,740,996
1 Account
$155,737,396
0 0 0
David N. Pearl MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund 6 RICs
$890,047,982
24 Accounts
$2,575,160,783
86 Accounts
$2,869,729,900
0 1 Account
$102,625,106
4 Accounts
$384,768,395
William W. Priest MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund 10 RICs
$1,618,672,784
37 Accounts
$3,408,368,881
140 Accounts
$3,927,408,780
0 1 Account
$102,625,106
9 Accounts
$504,904,536
Eric Sappenfield MainStay Epoch Global Equity Yield Fund 4 RICs
$728,624,802
5 Accounts
$612,938,879
0 0 0 0
Michael Welhoelter MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund 10 RICs
$1,618,672,784
37 Accounts
$3,408,368,881
140 Accounts
$3,927,408,780
0 1 Account
$102,625,106
9 Accounts
$504,904,536

Portfolio Manager Compensation Structure. In an effort to retain key personnel, New York Life Investments and the Subadvisor have structured compensation plans for portfolio managers and other key personnel that it believes are competitive with other investment management firms.

New York Life Investments

New York Life Investments' portfolio managers receive a base pay and an annual incentive based on performance against individual and organizational unit objectives, as well as business unit and overall New York Life Investments results. The plan is designed to align manager compensation with investors' goals by rewarding portfolio managers who meet the long-term objective of consistent, dependable and superior investment results, measured by the performance of the product(s) under the individual's management. In addition, these employees also participate in a long-term incentive program.

New York Life Investments offers an annual incentive plan and a long-term incentive plan. The total dollars available for distribution is equal to the pool generated based on New York Life Investments's overall company performance. "New York Life Investments Company Performance" is determined using several key financial indicators, including operating revenue, pre-tax operating income, and net cash flow. The long-term incentive plan is eligible to senior level employees and is designed to reward profitable growth in company value. An employee's total compensation package is reviewed periodically to ensure that they are competitive relative to the external marketplace.

Epoch

Epoch compensates its portfolio managers with a fixed annual salary plus a discretionary bonus determined by its executive committee. The portfolio managers do not receive compensation that is based upon the Fund's, any other commingled account's, or any private account's pre- or after-tax performance, or the value of the assets held by such entities. The portfolio managers do not receive any special or additional compensation from Epoch for their services as Portfolio Managers. Ms. Baker and Messrs. Priest, Pearl, Sappenfield and Welhoelter are each shareholders of Epoch Holding Corporation, a public company that is the parent company of Epoch.

The following table states, as of September 30, 2009, the dollar range of fund securities beneficially owned by each Portfolio Manager in the Funds (or the predecessor Epoch Funds) (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, or over $1,000,000).

 

PORTFOLIO MANAGER FUND $ RANGE OF OWNERSHIP
Emily Baker Epoch International Small Cap Fund $10,001 - $50,000
David N. Pearl Epoch Global Equity Shareholder Yield Fund $50,001 - $100,000
William W. Priest Epoch Global Equity Shareholder Yield Fund $100,001 - $500,000
Eric Sappenfield None $0
Michael Welhoelter None $0

Potential Portfolio Manager Conflicts

Certain portfolio managers of New York Life Investments who are responsible for managing certain institutional accounts share a performance fee based on the performance of the account. These accounts are distinguishable from the Funds because they use techniques that are not permitted for the Funds, such as short sales and leveraging. (Note that this conflict only arises with regard to the Funds that have a high yield component).

A portfolio manager who makes investment decisions with respect to multiple Funds and/or other accounts, including accounts in which the portfolio manager is personally invested, may be presented with one or more of the following potential conflicts:

  • The management of multiple funds and/or accounts may result in the portfolio manager devoting unequal time and attention to the management of each fund and/or account;

  • If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or account managed by the portfolio manager, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and accounts managed by the portfolio manager;

  • A portfolio manager may take a position for a fund or account in a security that is contrary to the position held in the same security by other funds or accounts managed by the portfolio manager. For example, the portfolio manager may sell certain securities short for one fund or account while other funds or accounts managed by the portfolio manager simultaneously hold the same or related securities long; and

  • An apparent conflict may arise where an adviser receives higher fees from certain funds or accounts that it manages than from others, or where an adviser receives a performance-based fee from certain funds or accounts that it manages and not from others. In these cases, there may be an incentive for a portfolio manager to favor the higher and/or performance-based fee funds or accounts over other funds or accounts managed by the portfolio manager.

To address potential conflicts of interest, New York Life Investments and the Subadvisor have adopted various policies and procedures to provide for equitable treatment of trading activity and to ensure that investment opportunities are allocated in a fair and appropriate manner. In addition, New York Life Investments has adopted a Code of Ethics that recognizes the Manager's obligation to treat all of its clients, including the Fund, fairly and equitably. These policies, procedures and the Code of Ethics are designed to restrict the portfolio manager from favoring one client over another. There is no guarantee that the policies, procedures and the Code of Ethics will be successful in every instance.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Purchases and sales of securities on a securities exchange are effected by brokers, and the Funds pay a brokerage commission for this service. In transactions on stock exchanges in the United States, these commissions are negotiated, whereas on many foreign stock exchanges these commissions are fixed. In the over-the-counter markets, securities ( i.e. , municipal bonds, other debt securities and some equity securities) are generally traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. Transactions in certain over-the-counter securities also may be effected on an agency basis, when the total price paid (including commission) is equal to or better than the best total prices available from other sources. In underwritten offerings, securities are usually purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.

In effecting purchases and sales of portfolio securities for the account of a Fund, the Fund's Manager or Subadvisor will seek the best execution of the Fund's orders. The Board has adopted policies and procedures that govern the selection of broker-dealers to effect securities transactions on behalf of a Fund. Under these policies and procedures, the Manager or Subadvisor must consider not only the commission rate, spread or other compensation paid, but the price at which the transaction is executed, bearing in mind that it may be in a Fund's best interests to pay a higher commission, spread or other compensation in order to receive better execution. The Manager or Subadvisor may consider other factors, including the broker's integrity, specialized expertise, speed, ability or efficiency, research or other services. The Manager or Subadvisor may not consider a broker's promotional or sales efforts on behalf of any Fund as part of the broker selection process for executing Fund portfolio transactions. Furthermore, neither the Funds nor the Manager may enter into agreements under which a Fund directs brokerage transactions (or revenue generated from those transactions) to a broker to pay for distribution of Fund shares.

Currently, New York Life Investments is affiliated with two broker-dealers, NYLIFE Securities LLC and NYLIFE Distributors LLC (each an "Affiliated Broker" and collectively, the "Affiliated Brokers"), neither of which have institutional capacity to underwrite securities or effect transactions of the MainStay Group of Funds.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), the Manager or a Subadvisor may cause a Fund to pay a broker-dealer (except the Affiliated Broker) that provides brokerage and research services to the Manager or Subadvisor an amount of commission for effecting a securities transaction for a Fund in excess of the amount other broker-dealers would have charged for the transaction if the Manager or the Subadvisor determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or the Manager's or the Subadvisor's overall responsibilities to the Funds or to its other clients. The term "brokerage and research services" includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto such as clearance and settlement.

Although commissions paid on every transaction will, in the judgment of the Manager or the Subadvisor, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those that another broker might charge may be paid to broker-dealers (except the Affiliated Broker) who were selected to execute transactions on behalf of the Funds and the Manager's or the Subadvisor's other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other factual information or services ("Research") to the Manager or the Subadvisor for no consideration other than brokerage or underwriting commissions. Securities may be bought or sold through such broker-dealers, but at present, unless otherwise directed by the Funds, a commission higher than one charged elsewhere will not be paid to such a firm solely because it provided Research to the Manager or the Subadvisor. Research provided by brokers is used for the benefit of all of the Manager's or the Subadvisor's clients and not solely or necessarily for the benefit of the Funds. The Manager's or the Subadvisor's investment management personnel attempt to evaluate the quality of Research provided by brokers. Results of this effort are sometimes used by the Manager or the Subadvisor as a consideration in the selection of brokers to execute portfolio transactions.

Certain of the Funds may participate in commission recapture programs with certain brokers selected by the Manager. Under these programs, a Fund may select a broker or dealer to effect transactions for the Fund whereby the broker or dealer uses a negotiated portion of the commissions earned on such brokerage transactions to pay bona fide operating expenses of the Fund. Such expenses may include fees paid directly to the broker or dealer, to an affiliate of the broker or dealer, or to other service providers, for transfer agency, sub-transfer agency, recordkeeping, or shareholder services or other bona fide services of the Funds.

In certain instances there may be securities that are suitable for a Fund's portfolio as well as for that of another MainStay Fund or one or more of the other clients of the Manager or the Subadvisor. Investment decisions for a Fund and for the Manager's or the Subadvisor's other clients are made independently from those of the other accounts and investment companies that may be managed by the Manager or the Subadvisor with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security in a particular transaction as far as a Fund is concerned. The Manager and the Subadvisor each believe that over time the Funds' ability to participate in volume transactions will produce better executions for the Funds.

The Management fees paid by MainStay Funds Trust, on behalf of each Fund, to the Manager and the Subadvisory fees that the Manager pays on behalf of certain Funds to the Subadvisors will not be reduced as a consequence of the Manager's or the Subadvisor's receipt of brokerage and research services. To the extent a Fund's portfolio transactions are used to obtain such services, the brokerage commissions paid by the Fund will exceed those that might otherwise be paid, by an amount that cannot be clearly determined. Such services would be useful and of value to the Manager and the Subadvisors in serving both the Funds and other clients and, conversely, such services obtained by the placement of brokerage business of other clients would be useful to the Manager and the Subadvisors in carrying out their obligations to the Funds.

MainStay Funds Trust has not yet commenced operations. Therefore, no brokerage commissions have been paid. Also, the Funds do not hold securities of any broker-dealers or their parent company.

A Fund's portfolio turnover rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the Fund's portfolio securities. For purposes of this calculation, portfolio securities will exclude purchases and sales of debt securities having maturity at the date of purchase of one year or less.

The turnover rate for a Fund will vary from year-to-year and depending on market conditions, turnover could be greater in periods of unusual market movement and volatility. A higher turnover rate generally would result in greater brokerage commissions or other transactional expenses which must be borne, directly or indirectly, by the Fund and, ultimately, by the Fund's shareholders. High portfolio turnover may result in increased brokerage commissions and in the realization of a substantial increase in net short-term capital gains by the Fund which, when distributed to non-tax-exempt shareholders, will be treated as dividends (ordinary income).

NET ASSET VALUE

MainStay Funds Trust determines the NAV per share of each class of each Fund on each day the New York Stock Exchange is open for trading. NAV per share is calculated as of the close of the first session of the New York Stock Exchange (usually 4:00 pm, Eastern time) for each class of shares of each Fund, by dividing the current market value of the total assets less liabilities attributable to that class, by the total number of shares of that class of the Fund that are issued and outstanding.

HOW PORTFOLIO SECURITIES ARE VALUED

Portfolio securities of each of the Funds are valued:

  1. by appraising common and preferred stocks that are traded on the or other exchanges and the Financial Industry Regulatory Authority National Market System ("NMS") at the last sale price of the exchange on that day or, if no sale occurs on such exchange, at the last quoted sale price up to the time of valuation on any other national securities exchange; if no sale occurs on that day, the stock shall be valued at the mean between the closing bid price and asked price on the (NOTE: excessive spreads or infrequent trading may indicate a lack of readily available market quotations that may then be "fair valued" in accordance with fair valuation policies established by the Board):

  2. by appraising over-the-counter common and preferred stocks quoted on the Financial Industry Regulatory Authority NASDAQ system (but not listed on the NMS) at the NASDAQ Official Closing Price ("NOCP") supplied through such system;

  3. by appraising over-the-counter and foreign traded common and preferred stocks not quoted on the NASDAQ system and foreign securities traded on certain foreign exchanges whose operations are similar to the U.S. over-the-counter market at prices supplied by a recognized pricing agent selected by a Fund's Manager or Subadvisor, or if the prices are deemed by the Manager or the Subadvisor not to be representative of market values, the security is to be "fair valued" in accordance with fair valuation policies established by the Board;

  4. by appraising debt securities and all other liquid securities and other liquid assets at prices supplied by a pricing agent or broker-dealer, selected by the Manager, in consultation with a Fund's Subadvisor, if any, approved by the Valuation Subcommittee and ratified by the Valuation Committee if those prices are deemed by a Fund's Manager or Subadvisor to be representative of market values at the close of the New York Stock Exchange;

  5. by appraising exchange-traded options and futures contracts at the last posted settlement price on the market where any such option or futures contract is principally traded;

  6. by appraising forward foreign currency exchange contracts held by the Funds at their respective fair market values determined on the basis of the mean between the last current bid and asked prices based on dealer or exchange quotations; and

  7. securities that cannot be valued by the methods set forth above and all other assets, are valued in good faith at "fair value" in accordance with valuation policies established by the Board.

Floating rate loans are not listed on any securities exchange or board of trade. Some loans are traded by institutional investors in an over-the-counter secondary market that has developed in the past several years. This secondary market generally has fewer trades and less liquidity than the secondary markets for other types of securities. Some loans have few or no trades. Accordingly, determinations of the value of loans may be based on infrequent and dated trades. Because there is less reliable, objective market value data available, elements of judgment may play a greater role in valuation of loans than for other types of securities.

Typically floating rate loans are valued using information provided by an independent third party pricing service. If the pricing service cannot or does not provide a valuation for a particular loan or such valuation is deemed unreliable, such loan is fair valued in accordance with policies established by the Board. A Fund's officers, under the general supervision of the Board, will regularly review procedures used by, and valuations provided by, the pricing service for each Fund.

Portfolio securities traded on more than one U.S. national securities exchange or foreign exchange are valued at the last sale price on the business day as of which such value is being determined on the close of the exchange representing the principal market for such securities and should there be no sale price on that exchange, such securities should then be valued at the last sale price on any other exchange that the Manager may designate. If there were no sales on any exchange, the securities shall be valued at the mean between the closing bid price and asked price. Prior to the daily calculation of each Fund's NAV, the value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at the foreign exchange bid rate of such currencies against U.S. dollars as determined by quotes supplied by the pricing agent. If such quotations are not available, the rate of exchange will be determined in accordance with fair valuation policies established by the Board. For financial accounting purposes, MainStay Funds Trust recognizes dividend income and other distributions on the ex-dividend date, except certain dividends from foreign securities that are recognized as soon as the respective MainStay Fund is informed on or after the ex-dividend date.

A significant event occurring after the close of trading but before the calculation of the Fund's NAV may mean that the closing price for a security may not constitute a readily available market quotation and accordingly require that the security be priced at its fair value in accordance with the fair valuation procedures established by the Board. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of the New York Stock Exchange generally will not be reflected in a Fund's calculation of its NAV. The Subadvisor, if any, and the Manager will continuously monitor for significant events that may call into question the reliability of market quotations. Such events may include: situations relating to a single issue in a market sector; significant fluctuations in U.S. or foreign markets; natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. However, where the Manager, in consultation with the Subadvisor, if any, may, in its judgment, determine that an adjustment to a Fund's NAV should be made because intervening events have caused the Fund's NAV to be materially inaccurate, the Manager will seek to have the security "fair valued" in accordance with fair valuation procedures established by the Board.

The proceeds received by each Fund for each issue or sale of its shares, and all net investment income, realized and unrealized gain and proceeds thereof, subject only to the rights of creditors, will be specifically allocated to such Fund and constitute the underlying assets of that Fund. The underlying assets of each Fund will be maintained on the books of account, and will be charged with the liabilities in respect to such Fund and with a share of the general liabilities of the MainStay Funds Trust. Expenses with respect to any two or more Funds will be allocated in proportion to the NAVs of the respective Funds except where allocation of direct expenses can otherwise be fairly made in the judgment of the Manager or the Subadvisor.

To the extent that any newly organized fund or class of shares receives, on or before December 31, any seed capital, the NAV of such fund(s) or class(es) will be calculated as of December 31.

SHAREHOLDER INVESTMENT ACCOUNT

A Shareholder Investment Account is established for each investor in the Funds, under which a record of the shares of each Fund held is maintained by MainStay Investments. Whenever a transaction takes place in a Fund, the shareholder will be mailed a confirmation showing the transaction. Shareholders will be sent a quarterly statement showing the status of the Account.

SHAREHOLDER TRANSACTIONS

MainStay Investments may accept requests in writing or telephonically from at least one of the owners of a Shareholder Investment Account for the following account transactions and/or maintenance:

  • dividend and capital gain changes (including moving dividends between account registrations);

  • address changes;

  • certain Systematic Investment Plan and Systematic Withdrawal Plan changes (including increasing or decreasing amounts and plan termination);

  • exchange requests between identical registrations; and

  • redemptions of $100,000 or less to the address of record only.

In addition, MainStay Investments may accept requests from at least one of the owners of a Shareholder Investment Account through the Funds' internet website for account transactions and/or maintenance involving address changes, certain Systematic Investment Plan and Systematic Withdrawal Plan changes (including increasing or decreasing amounts and plan termination) and for redemptions by wire of amounts less than $250,000.

With regard to address changes received from third-parties, the Funds may accept address changes supplied by the United States Postal Service ("USPS") via the National Change of Address Program ("NCOA"). On accounts where NYLIFE Securities LLC is the dealer of record, the Funds may accept address changes received by New York Life. Confirmation of address changes will be sent to the new address as well as the former address of record.

PURCHASE, REDEMPTION, EXCHANGES AND REPURCHASE

HOW TO PURCHASE SHARES OF THE FUNDS FROM MAINSTAY INVESTMENTS

GENERAL INFORMATION

Each class of shares of a Fund represents an interest in the same portfolio of investments of the Fund, has the same rights and are identical in all respects, except that, to the extent applicable, each class bears its own service and distribution expenses and may bear incremental transfer agency costs resulting from its sales arrangements. Investor Class, Class A and Class C of each Fund have exclusive voting rights with respect to provisions of the Rule 12b-1 plan for such class of a Fund pursuant to which its distribution and service fees are paid, and each class has similar exchange privileges. As compared to Investor Class or Class A shares, the net income attributable to Class C shares and the dividends payable on Class C shares will be reduced by the amount of the higher Rule 12b-1 fee and incremental expenses associated with such class. Likewise, the NAV of the Class C shares generally will be reduced by such class specific expenses (to the extent the Fund has undistributed net income) and investment performance of Class C shares will be lower than that of Investor Class or Class A shares. Class I shares have the lowest on-going expenses and are not subject to an initial or contingent sales charge. Class I are available only to eligible investors, as set forth in the Prospectus and may be changed from time to time. For additional information on the features of Investor Class, Class A and Class C shares, see "Alternative Sales Arrangements." Financial intermediaries may not offer all share classes of a Fund. If the share class that is most economical for you, given your individual financial circumstances and goals, is not offered through your financial intermediary and you are otherwise eligible to invest in that share class, you can open an account and invest directly with the Fund by submitting an application form to MainStay Investments.

BY MAIL

Initial purchases of shares of the Funds should be made by mailing the completed application form to the investor's registered representative or directly to the Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Shares of any Fund may be purchased at the NAV per share next determined after receipt in good order of the purchase order by Boston Financial Data Services, Inc., the sub-transfer agent for the Funds, plus any applicable sales charge.

BY TELEPHONE

For all Funds, an investor may make an initial investment in the Funds by having his or her registered representative telephone MainStay Investments between 8:00 am and 6:00 pm, Eastern time, on any day the New York Stock Exchange is open. The purchase will be effected at the NAV per share next determined following receipt of the telephone order as described above plus any applicable sales charge. An application and payment must be received in good order by MainStay Investments within three business days. All telephone calls are recorded to protect shareholders and MainStay Investments. For a description of certain limitations on the liability of the Funds and MainStay Investments for transactions effected by telephone, see "Buying and Selling MainStay Shares" in the Prospectus.

BY WIRE

An investor may open an account and invest by wire by having his or her registered representative telephone MainStay Investments between 8:00 am and 6:00 p.m., Eastern time, to obtain an account number and instructions. For both initial and subsequent investments, federal funds should be wired to:

STATE STREET BANK AND TRUST COMPANY  
ABA NO. 011-0000-28  
ATTN: CUSTODY AND SHAREHOLDER SERVICES  
FOR CREDIT: MAINSTAY Fund Class
SHAREHOLDER NAME  
SHAREHOLDER ACCOUNT NO.  
DDA ACCOUNT NUMBER 99029415  

An Application Must Be Received By MainStay Investments Within Three Business Days.

The investor's bank may charge the investor a fee for the wire. To make a purchase effective the same day, the registered representative must call MainStay Investments by 12:00 noon Eastern time, and federal funds must be received by MainStay Investments before 4:00 pm Eastern time.

Wiring money to the Funds will reduce the time a shareholder must wait before redeeming or exchanging shares, because when a shareholder purchases by check or by Automated Clearing House ("ACH") payment, the Funds may withhold payment for up to 10 days from the date the check or ACH purchase is received.

ADDITIONAL INVESTMENTS

Additional investments in a Fund may be made at any time by mailing a check payable to the MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. The shareholder's account number and the name of the Fund and class of shares must be included with each investment. Purchases will be effected at the NAV per share plus any applicable sales charge as described above.

The Funds' officers may waive the initial and subsequent investment minimums for certain purchases when they deem it appropriate, including, but not limited to, purchases through certain qualified retirement plans; purchases by the Board Members; New York Life and its subsidiaries and their employees, officers, directors, agents or former employees (and immediate family members); through financial services firms that have entered into an agreement with the Funds or the Distributor; New York Life employee and agent investment plans; investments resulting from distributions by other New York Life products and NYLIFE Distributors LLC products; and purchases by certain individual participants.

SYSTEMATIC INVESTMENT PLANS

Investors whose bank is a member of the ACH may purchase shares of a Fund through AutoInvest. AutoInvest facilitates investments by using electronic debits, authorized by the shareholder, to a checking or savings account, for share purchases. When the authorization is accepted (usually within two weeks of receipt) a shareholder may purchase shares by calling MainStay Investments, toll free at 800-MAINSTAY (624-6782) (between 8:00 am and 4:00 pm, Eastern time). The investment will be effected at the NAV per share next determined after receipt in good order of the order, plus any applicable sales charge, and normally will be credited to the shareholder's Fund account within two business days thereafter. Shareholders whose bank is an ACH member also may use AutoInvest to automatically purchase shares of a Fund on a scheduled basis by electronic debit from an account designated by the shareholder on an application form. The initial investment must be in accordance with the investment amounts previously mentioned. Subsequent minimum investments are $50 monthly, $100 quarterly, $250 semiannually, or $500 annually. The investment day may be any day from the first through the twenty-eighth of the respective month. Redemption proceeds from Fund shares purchased by AutoInvest may not be paid until 10 days or more after the purchase date. Fund shares may not be redeemed by AutoInvest.

OTHER INFORMATION

Investors may, subject to the approval of the Funds, the Distributor, the Manager and the Subadvisor to the particular Fund, purchase shares of a Fund with liquid securities that are eligible for purchase by that Fund and that have a value that is readily ascertainable. These transactions will be effected only if the Subadvisor intends to retain the security in the Fund as an investment. The Funds reserve the right to amend or terminate this practice at any time. An investor must call MainStay at 800-MAINSTAY (624-6782) before sending any securities. The Funds and the Distributor reserve the right to redeem shares of any shareholder who has failed to provide the Fund with a certified Taxpayer I.D. number or such other tax-related certifications as the Fund may require. A notice of redemption, sent by first class mail to the shareholder's address of record, will fix a date not less than 30 days after the mailing date, and shares will be redeemed at the NAV determined as of the close of business on that date unless a certified Taxpayer I.D. number (or such other information as the Fund has requested) has been provided.

ALTERNATIVE SALES ARRANGEMENTS

INITIAL SALES CHARGE ALTERNATIVE ON INVESTOR CLASS SHARES AND CLASS A SHARES

The sales charge on Investor Class and Class A shares of the Funds is a variable percentage of the public offering price depending upon the investment orientation of the Fund and the amount of the sale.

The sales charge applicable to an investment in Investor Class and Class A shares will be determined according to the following table:

 

  SALES CHARGE AS A PERCENTAGE OF: SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:
AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED RETAINED BY DEALER RETAINED BY THE DISTRIBUTOR
Less than $50,000 5.50% 5.82% 4.75% 0.75%
$50,000 to $99,999 4.50% 4.71% 4.00% 0.50%
$100,000 to $249,999 3.50% 3.63% 3.00% 0.50%
$250,000 to $499,999 2.50% 2.56% 2.00% 0.50%
$500,000 to $999,999 2.00% 2.04% 1.75% 0.25%
$1,000,000 or more* None None See Below* None

No sales charge applies on investments of $1 million or more, but a contingent deferred sales charge of 1% may be imposed on certain redemptions of such shares within one year of the date of purchase. See "Reduced Sales Charge on Class A Shares--Contingent Deferred Sales Charge, Class A."

The Distributor may allow the full sales charge to be retained by dealers. The amount retained may be changed from time to time. The Distributor, at its expense, also may from time to time provide additional promotional incentives to dealers who sell Fund shares. A selected dealer who receives a reallowance in excess of 90% of such a sales charge may be deemed to be an "underwriter" under the 1933 Act.

Set forth below is an example of the method of computing the offering price of the Class A shares of the Funds. The example assumes a purchase of Class A shares of the MainStay Epoch Global Choice Fund (formerly known as the Epoch U.S. All Cap Equity Fund) aggregating less than $50,000 at a price based upon the NAV of Class A shares (formerly the Class P shares of the Epoch U.S. All Cap Equity Fund) of the MainStay Epoch Global Choice Fund on December 31, 2008. The offering price of the Class A shares of each of the other listed Funds can be calculated using the same method. The method for computing the offering price of the Investor Class shares is the same as that shown for Class A shares.

 

NAV per Class A Share at December 31, 2008 $ 10.84
Per Share Sales Charge - 5.50% of offering price (5.81% of NAV per share) $ 0.63
Class A Per Share Offering Price to the Public $ 11.47

PURCHASES AT NET ASSET VALUE

Purchases of Investor Class shares or Class A shares in an amount equal to $1 million or more will not be subject to an initial sales charge, but may be subject to a contingent deferred sales charge of 1.00% on shares redeemed within one year of the date of purchase. See "Reduced Sales Charges on Class A Shares-Contingent Deferred Sales Charge, Investor Class and Class A Shares."

A Fund's Class A shares may be purchased at NAV, without payment of any sales charge, by its current and former Board Members; New York Life and its subsidiaries and their employees, officers, directors, or agents or former employees (and immediate family members); individuals and other types of accounts purchasing through certain "wrap fee" or other programs sponsored by a financial intermediary firm (such as a broker/dealer, investment advisor or financial institution having a contractual relationship with New York Life Investments); employees (and immediate family members) of Epoch, Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC, Markston International LLC and Winslow Capital Management, Inc., respectively. Also, any employee or registered representative of an authorized broker-dealer (and immediate family members) and any employee of Boston Financial Data Services that is assigned to the Fund may purchase a Fund's shares at NAV without payment of any sales charge. Class I shares of the Funds are sold at NAV to the Scholar's Edge 529 Plan.

In addition, Investor Class share purchases and Class A share purchases of Funds in an amount less than $1,000,000 by defined contribution plans, other than 403(b)(7) plans, that are sponsored by employers with 50 or more employees are treated as if such purchases were equal to an amount more than $1,000,000 but less than $2,999,999. Such purchases by defined contribution plans may be subject to a contingent deferred sales charge of 1% on shares redeemed within one year of the date of purchase. See "Reduced Sales Charges on Class A Shares-Contingent Deferred Sales Charge, Investor Class and Class A."

Class A shares of the Funds also may be purchased at NAV, without payment of any sales charge, by shareholders (i) who owned Service Class shares of a series of the Eclipse Trust or Eclipse Funds Inc., as of December 31, 2003; (ii) owned Class P shares of the Epoch Funds as of the closing date of the Reorganization; or (iii) if purchased through financial services firms such as broker-dealers, investment advisers and other financial institutions that have entered into an agreement with the Funds or the Distributor that provides for the sale and/or servicing of Fund shares in respect of beneficial owners that are clients of the financial services firms or intermediaries contracting with such firms. Sales and/or servicing agreements with third parties also have been established on behalf of Class C shares. The Funds, the Distributor, MainStay Investments or affiliates may pay fees to such firms and/or intermediaries in connection with these arrangements on behalf of Class A and/or C shares.

Investor Class shares and Class A shares of the Funds also may be purchased at NAV, without payment of any sales charge, if purchased through financial services firms such as broker-dealers, investment advisers and other financial institutions that have entered into an agreement with the Funds or the Distributor that provides for the sale and/or servicing of Fund shares in respect of beneficial owners that are clients of the financial services firms or intermediaries contracting with such firms. Sales and/or servicing agreements with third parties also have been established on behalf of Class C shares. The Funds, the Distributor, or affiliates may pay fees to such firms and/or intermediaries in connection with these arrangements on behalf of Investor Class, Class A and/or C shares.

Class I shares of the Funds are sold at NAV. Class I shares may be purchased by (i) existing Class I shareholders, (ii) individuals investing at least $5 million in a Fund, and (iii) institutional investors. For purposes of Class I share eligibility, the term "institutional investors" includes, but is not limited to, (i) individuals purchasing through certain "wrap fee" or other programs sponsored by a financial intermediary firm (such as a broker-dealer, investment adviser or financial institution) with a contractual arrangement with NYLIFE Distributors LLC, (ii) individuals purchasing through certain registered investment advisory firms or related group of firms, which in the aggregate own, invest, or manage at least $100 million in securities of unaffiliated issuers, provided that the average individual investment in a Fund by such a firm's client accounts is at least $250,000, (iii) certain employer-sponsored, association or other group retirement or employee benefit plans or trusts having a service arrangement with New York Life Investments Retirement Plan Services, the Distributor, or their affiliates, (iv) certain financial institutions, endowments, foundations or corporations having a service arrangement with the Distributor or its affiliates, (v) certain investment advisers, dealers or registered investment companies purchasing for their own account or for the account of other institutional investors, and (vi) investors purchasing through certain non-broker/dealer affiliated, registered investment advisory firms, which in the aggregate invest or manage at least $100,000 in the MainStay Funds.

Although an investor will not pay a sales charge on Investor Class shares, Class I shares or on Class A share investments of $1,000,000 or more, the Distributor may pay, from its own resources, a fee payment to dealers on such investments. The Distributor, from its own resources, may pay a fee based on the value of Class I shares of certain Funds, at the time of sale and/or annually on Class I shares held, to dealers with which the Distributor has a sales or service arrangement. With respect to Class A share investments of $1,000,000 or more in certain Funds, the dealer may receive a commission of up to 1.00% on the portion of a sale from $1,000,000 to $2,999,999, up to 0.50% of any portion from $3,000,000 to $4,999,999 and up to 0.40% on any portion of $5,000,000 or more. Commissions will be calculated on a calendar year basis. Such commissions will be paid only on those purchases that were not previously subject to a front-end sales charge and dealer concession.

REDUCED SALES CHARGES ON INVESTOR CLASS AND CLASS A SHARES

Under a Right of Accumulation, purchases of one or more Funds by a "Qualified Purchaser" will be aggregated for purposes of computing the sales charge. "Qualified Purchaser" includes (i) an individual and his/her spouse and their children under the age of 21; and (ii) any other organized group of persons, whether incorporated or not, which is itself a shareholder of the Fund, including group retirement and benefit plans (other than IRA plans) whether incorporated or not, provided the organization has been in existence for at least six months and has some purpose other than the purchase at a discount of redeemable securities of a registered investment company. Please note that you may not use a Right of Accumulation to avoid being subject to the investment minimums of any class of shares.

SPECIAL INCENTIVE COMPENSATION ARRANGEMENTS

The Distributor may enter into special incentive compensation arrangements with dealers that have sold a minimum dollar amount of fund shares. Such incentives may take the form of administrative expenses, including ticket charges. None of these payments will change the price an investor pays for shares. In its sole discretion, the Distributor may discontinue these arrangements at any time.

LETTER OF INTENT (LOI)

Qualified Purchasers may obtain reduced sales charges by signing an LOI. The LOI is a nonbinding obligation on the Qualified Purchaser to purchase the full amount indicated in the LOI. The sales charge is based on the total amount to be invested during a 24-month period. A 90-day back-dated period can be used to include earlier purchases, the 24-month period would then begin on the date of the first purchase during the 90-day period. For more information, call your registered representative or MainStay at 800-MAINSTAY (624-6782) .

On the initial purchase, if required (or, on subsequent purchases if necessary), 5.00% of the dollar amount specified in the LOI will be held in escrow by MainStay Investments in shares registered in the shareholder's name in order to assure payment of the proper sales charge. If total purchases pursuant to the LOI (less any dispositions and exclusive of any distribution on such shares automatically reinvested) are less than the amount specified, MainStay Investments will notify the shareholder prior to the expiration of the LOI that the total purchases toward the LOI were not met and will state the amount that needs to be invested in order to meet the dollar amount specified by the LOI. If not remitted within 20 days after the written request, MainStay Investments will redeem shares purchased to adjust the share balance to reflect the correct sales charge for each purchase based on the total amount invested during the LOI period.

Please note that you may not use a LOI to avoid being subject to the investment minimums of any class of shares.

CONTINGENT DEFERRED SALES CHARGE, INVESTOR CLASS AND CLASS A SHARES

In order to recover commissions paid to dealers on qualified investments of $1 million or more, a contingent deferred sales charge of 1.00% may be imposed on redemptions of such investments made within one year of the date of purchase. Purchases of Investor Class and Class A shares at NAV through financial services firms or by certain persons that are affiliated with or have a relationship with New York Life or its affiliates (as described above) will not be subject to a contingent deferred sales charge.

Investor Class and Class A shares that are redeemed will not be subject to a contingent deferred sales charge to the extent that the value of such shares represents: (i) capital appreciation of Fund assets; (ii) reinvestment of dividends or capital gains distributions; or (iii) Investor Class and Class A shares redeemed more than one year after their purchase. The contingent deferred sales charge on subject Investor Class and Class A shares may be waived for: (i) withdrawals from qualified retirement plans and nonqualified deferred compensation plans resulting from separation of service, loans, hardship withdrawals, Qualified Domestic Relations Orders (QDROs) and required excess contribution returns pursuant to applicable IRS rules; and Required Minimum Distributions (based on MainStay holdings only) at age 70-1/2 for IRA and 403(b)(7) TSA participants; (ii) withdrawals related to the termination of a retirement plan where no successor plan has been established; (iii) transfers within a retirement plan where the proceeds of the redemption are invested in any guaranteed investment contract written by New York Life or any of its affiliates, transfers to products offered within a retirement plan which uses NYLIM Service Company LLC or an affiliate as the recordkeeper; as well as participant transfers or rollovers from a retirement plan to a MainStay IRA; (iv) required distributions by charitable trusts under Section 664 of the Internal Revenue Code; (v) redemptions following the death of the shareholder or the beneficiary of a living revocable trust or within one year following the disability of a shareholder occurring subsequent to the purchase of shares; (vi) redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly premiums on insurance policies issued by New York Life or an affiliate; (vii) continuing, periodic monthly or quarterly withdrawals within one year of the date of the initial purchase, under the Systematic Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's Investor Class or Class A shares in a Fund; (viii) redemptions by New York Life or any of its affiliates or by accounts managed by New York Life or any of its affiliates; (ix) redemptions effected by registered investment companies by virtue of transactions with a Fund; (x) redemptions by shareholders of shares purchased with the proceeds of a settlement payment made in connection with the liquidation and dissolution of a limited partnership sponsored by New York Life or one of its affiliates; and (xi) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan for IRA and 403(b)(7) TSA participants for normal distributions based on their life expectancy. The contingent deferred sales charge may be waived on other sales or redemptions to promote goodwill and/or because the sales effort, if any, involved in making such sales is negligible. Investor Class or Class A shares of a Fund that are purchased without an initial front-end sales charge may be exchanged for Investor Class or Class A shares of another MainStay Fund without the imposition of a contingent deferred sales charge, although, upon redemption, contingent deferred sales charges may apply to the Investor Class or Class A shares that were acquired through an exchange if such shares are redeemed within one year of the date of the initial purchase.

The contingent deferred sales charge will be applicable to amounts invested pursuant to a right of accumulation or an LOI to the extent that (a) an initial front-end sales charge was not paid at the time of the purchase and (b) any shares so purchased are redeemed within one year of the date of purchase.

For federal income tax purposes, the amount of the contingent deferred sales charge generally will reduce the gain or increase the loss, as the case may be, recognized upon redemption.

CONTINGENT DEFERRED SALES CHARGE, CLASS C SHARES

A contingent deferred sales charge of 1.00% of the NAV of Class C shares will be imposed on redemptions of Class C shares of the Funds at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class C account in any Fund to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class C shares in that Fund during the preceding one year.

Class C shares that are redeemed will not be subject to a contingent deferred sales charge to the extent that the value of such shares represents: (i) capital appreciation of Fund assets; (ii) reinvestment of dividends or capital gains distributions; or (iii) Class C shares redeemed more than one year after their purchase. The contingent deferred sales charge on subject Class C shares may be waived for: (i) withdrawals from qualified retirement plans and nonqualified deferred compensation plans resulting from separation of service, loans, hardship withdrawals, QDROs and required excess contribution returns pursuant to applicable IRS rules; and Required Minimum Distributions at age 70½ for IRA and 403(b)(7) TSA participants; (ii) withdrawals related to the termination of a retirement plan where no successor plan has been established; (iii) transfers within a retirement plan where the proceeds of the redemption are invested in any guaranteed investment contract written by New York Life or any of its affiliates, transfers to products offered within a retirement plan which uses NYLIM Service Company LLC or an affiliate as the recordkeeper; as well as participant transfers or rollovers from a retirement plan to a MainStay IRA; (iv) required distributions by charitable trusts under Section 664 of the Internal Revenue Code; (v) redemptions following the death of the shareholder or the beneficiary of a living revocable trust or within one year following the disability of a shareholder occurring subsequent to the purchase of shares; (vi) redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly premiums on insurance policies issued by New York Life or an affiliate; (vii) continuing, periodic monthly or quarterly withdrawals within one year of the date of the initial purchase, under the Systematic Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's Class C shares in a Fund; (viii) redemptions by New York Life or any of its affiliates or by accounts managed by New York Life or any of its affiliates; (ix) redemptions effected by registered investment companies by virtue of transactions with a Fund; (x) redemptions by shareholders of shares purchased with the proceeds of a settlement payment made in connection with the liquidation and dissolution of a limited partnership sponsored by New York Life or one of its affiliates; and (xi) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan for IRA and 403(b)(7) TSA participants for normal distributions based on their life expectancy. The contingent deferred sales charge may be waived on other sales or redemptions to promote goodwill and/or because the sales effort, if any, involved in making such sales is negligible. Class C shares of a Fund may be exchanged for Class C shares of another MainStay Fund without the imposition of a contingent deferred sales charge, although, upon redemption, contingent deferred sales charges may apply to the Class C shares that were acquired through an exchange if such shares are redeemed within one year of the date of the initial purchase.

Proceeds from the contingent deferred sales charge are paid to, and are used in whole or in part by, the Distributor to defray its expenses related to providing distribution related services to the Funds in connection with the sale of the Class C shares, such as the payment of compensation to selected dealers and agents. The combination of the contingent deferred sales charge and the distribution fee facilitates the ability of the Fund to sell the Class C shares without a sales charge being deducted at the time of purchase.

PURCHASES AND REDEMPTIONS – ADDITIONAL INFORMATION

Shares may be redeemed directly from a Fund or through your registered representative. Shares redeemed will be valued at the NAV per share next determined after MainStay Investments receives the redemption request in "good order." "Good order" with respect to a redemption request generally means that for certificated shares, a stock power or certificate must be endorsed, and for uncertificated shares a letter must be signed, by the record owner(s) exactly as the shares are registered, and the signature(s) must be guaranteed by a Medallion Signature Guarantee. In cases where redemption is requested by a corporation, partnership, trust, fiduciary or any other person other than the record owner, written evidence of authority acceptable to MainStay Investments must be submitted before the redemption request will be accepted. The requirement for a signed letter may be waived on a redemption of $100,000 or less that is payable to the shareholder(s) of record and mailed to the address of record, or under such other circumstances as Funds may allow. Send your written request to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401.

Upon the redemption of shares the redeeming Fund will make payment in cash, except as described below, of the NAV of the shares next determined after such redemption request was received, less any applicable contingent deferred sales charge.

In times when the volume of telephone redemptions is heavy, additional phone lines will be added by MainStay Investments. However, in times of very large economic or market changes, redemptions may be difficult to implement by telephone. When calling MainStay Investments to make a telephone redemption, shareholders should have their account number and Social Security or Taxpayer I.D. number available.

The value of the shares redeemed from a Fund may be more or less than the shareholder's cost, depending on portfolio performance during the period the shareholder owned the shares.

Purchases and redemptions for each class of shares are discussed in the Prospectus under the heading "Shareholder Guide," and that information is incorporated herein by reference.

Certain clients of the Manager and the Subadvisor may purchase shares of a Fund with liquid assets with a value which is readily ascertainable (and not established only by valuation procedures) as evidenced by a listing on a bona fide domestic or foreign exchange and which would be eligible for purchase by the Fund (consistent with such Fund's investment policies and restrictions). These transactions will be effected only if the Fund's Manager or Subadvisor intends to retain the security in the Fund as an investment. Assets so purchased by a Fund will be valued in generally the same manner as they would be valued for purposes of pricing the Fund's shares, if such assets were included in the Fund's assets at the time of the purchase. The Fund reserves the right to amend or terminate this practice at any time.

The net asset value per share of each Fund is determined on each day the New York Stock Exchange is open for trading. (See "Net Asset Value" above.) Shares of each Fund are redeemable at net asset value, at the option of the Fund's shareholders.

MainStay Funds Trust and the Distributor reserve the right to redeem shares of any shareholder who has failed to provide the Funds with a certified Taxpayer I.D. number or such other tax-related certifications as the Funds may require. A notice of redemption, sent by first class mail to the shareholder's address of record, will fix a date not less than 30 days after the mailing date, and shares will be redeemed at the NAV determined as of the close of business on that date unless a certified Taxpayer I.D. number (or such other information as the Funds have requested) has been provided.

Certain of the Funds have entered into a committed line of credit with The Bank of New York Mellon as agent, and various other lenders from whom a Fund may borrow up to 5.00% of its net assets in order to honor redemptions. The credit facility is expected to be utilized in periods when the Funds experience unusually large redemption requests. A mutual fund is considered to be using leverage whenever it borrows an amount more than 5.00% of its assets. None of the Funds intend to borrow for the purpose of purchasing securities using the credit facility or any other source of borrowed funds.

REDEMPTION FEE

MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund will each impose a redemption fee of 2.00% of the total redemption amount (calculated at market value) on redemptions (including exchanges) of any class of shares made within 60 days of purchase. The redemption fees are received directly by the Funds and are implemented as a 2.00% reduction in the proceeds that would otherwise be received by a redeeming shareholder. The redemption fee is designed to offset transaction and administrative costs associated with, and to discourage certain types of, short-term trading. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. Shares of the MainStay Epoch Global Equity Yield Fund and MainStay Epoch Global Choice Fund received as a result of the Reorganizations will not be subject to this redemption fee for a period of 60 days from the closing of the relevant Reorganization. However, subsequent purchases of shares by former Epoch Fund shareholders will be subject to this redemption fee, except as described in the Prospectus. Shares of MainStay Epoch International Small Cap Fund received as a result of the Reorganization will be subject to this redemption fee. However, shareholders will be able to count the time that they held their shares of Epoch International Small Cap Fund towards this holding period. The redemption fee will also not apply to shares acquired through the reinvestment of dividends or distributions paid by the Fund. The redemption fee may not apply to redemptions by certain benefit plan accounts such as 401(k) plans, Section 529 qualified tuition plans, accounts held in omnibus accounts on the books of certain financial intermediary firms, wrap program accounts or on redemptions of shares held at the time of death or the initial determination of a permanent disability of a shareholder. The redemption fee does not apply on redemptions effected through a MainStay Investments Systematic Withdrawal/Exchange Plan.

Please contact MainStay Investments at 800-MAINSTAY (624-6782) if you have any questions as to whether the redemption fee applies to some or all of your shares.

SYSTEMATIC WITHDRAWAL PLAN

MainStay Investments acts as agent for the shareholder in redeeming sufficient full and fractional shares to provide the amount of the systematic withdrawal payment and any contingent deferred sales charge, if applicable. See the Prospectus for more information.

PURCHASES IN KIND

Investors, including certain clients of the Manager and the Subadvisor, may purchase shares of a Fund with securities that are eligible for purchase by that Fund in accordance with the Funds' in-kind purchase procedures, subject to the approval of the Manager and Subadvisor, if applicable. These transactions will be effected only if the Manager and Subadvisor, if applicable, determine that the securities are appropriate, in type and amount, for investment by the Fund in light of the Fund's investment objectives and policies - as well as the Fund's current holdings - and solely at the discretion of the Manager and Subadvisor, if applicable. Securities received by a Fund in connection with an in-kind purchase will be valued in accordance with the Fund's valuation procedures as of the time of the next-determined NAV per share of the Fund following receipt in good form of the order. In situations where the purchase is made by an affiliate of the Fund with securities received by the affiliate through a redemption in-kind from another MainStay Fund, the redemption in-kind and purchase in-kind must be effected simultaneously, the Fund and the redeeming MainStay Fund must have the same procedures for determining their NAVs, and the Fund and the redeeming MainStay Fund must ascribe the same value to the securities. With respect to in-kind purchases by unaffiliated clients of the Manager through accounts separately managed by the Manager that are not subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the purchase request must be in writing and the purchase be made in accordance with Rule 17a-7 under the 1940 Act, except for that rule's requirement that purchases must be made for no consideration other than cash. Purchases made by affiliates of the Fund or the Manager through accounts separately managed by the Manager that are not subject to ERISA must meet additional standards. Among other requirements, such transactions must comply with Rule 17a-7 under the 1940 Act, the redemption must be effected simultaneously with the purchase, the redeeming account and the Fund must have the same procedures for determining their NAVs (or the Fund's procedures must be used), the Manager must bear all the costs associated with the in-kind purchase, and the in-kind purchase must be completed prior to the time in which the Fund first offers shares to the public. With respect to purchases by investors that are not affiliates of the Fund and do not seek to make the purchase through an account separately managed by the Manager, the securities must have a value that is readily ascertainable as evidenced, for example, by a listing on a bona fide domestic or foreign exchange. The investor must call 800-MAINSTAY (624-6782) before attempting to purchase shares in-kind. The Funds reserve the right to amend or terminate this practice at any time.

REDEMPTIONS IN KIND

The Funds have agreed to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Funds reserve the right to pay other redemptions, either total or partial, by a distribution in kind of securities (instead of cash) from the applicable Fund's portfolio. The securities distributed in such a distribution would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. If a shareholder receives a distribution in kind, he or she should expect to incur transaction costs when he or she converts the securities to cash.

SUSPENSION OF REDEMPTIONS

The MainStay Group of Funds may suspend the right of redemption of shares of any Fund and may postpone payment for any period: (1) during which the New York Stock Exchange is closed other than customary weekend and holiday closings or during which trading on the New York Stock Exchange is restricted; (2) when the SEC determines that a state of emergency exists that may make payment or transfer not reasonably practicable; (3) as the SEC may by order permit for the protection of the security holders of the MainStay Group of Funds; or (4) at any other time when the MainStay Group of Funds may, under applicable laws and regulations, suspend payment on the redemption or repurchase of its shares.

EXCHANGE PRIVILEGES

INVESTORS SHOULD READ THE PROSPECTUS CAREFULLY BEFORE THEY PLACE AN EXCHANGE REQUEST.

Exchanges will be based upon each Fund's NAV per share next determined following receipt of a properly executed exchange request.

Subject to the conditions and limitations described herein, Investor Class, Class A, Class C and Class I shares of a Fund may be exchanged for shares of an identical class, if offered, of any series of any other open-end investment company sponsored, advised or administered by New York Life Investments, or any affiliate thereof, registered for sale in the state of residence of the investor or where an exemption from registration is available and only with respect to Funds that are available for sale to new investors. Additionally, you may exchange Investor Class shares for Class A shares, and Class A shares for Investor Class shares of the same or any other MainStay Fund. All exchanges are subject to a minimum investment requirement and a minimum balance requirement. An exchange may be made by either writing to MainStay Investments at the following address: The MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401, or by calling MainStay Investments at 800-MAINSTAY (624-6782) (8:00 am to 6:00 pm Eastern time) or by accessing your account via mainstayinvestments.com.

Generally, shareholders may exchange their Investor Class shares or Class A shares of a Fund for Investor Class shares or Class A shares of any other MainStay Fund, without the imposition of a sales charge. Any such exchanges will be based upon each Fund's NAV per share next determined following receipt of a properly executed exchange request. However, where a shareholder seeks to exchange Investor Class shares or Class A shares of the MainStay Money Market Fund for Investor Class shares or Class A shares of another MainStay Fund that are subject to a front-end sales charge, the applicable sales charge will be imposed on the exchange unless the shareholder has previously paid a sales charge with respect to such shares.

Shares of a Fund that are subject to a contingent deferred sales charge may be exchanged for the same class of shares of another MainStay Fund at the NAV next determined following receipt of a properly executed exchange request, without the payment of a contingent deferred sales charge; the sales charge will be assessed, if applicable, when the shareholder redeems his or her shares without a corresponding purchase of shares of another MainStay Fund. For purposes of determining the length of time a shareholder owned shares prior to redemption or repurchase in order to determine the applicable contingent deferred sales charge, if any, shares will be deemed to have been held from the date of original purchase of the shares (except as described below) and the applicable contingent deferred sales charge will be assessed when the shares are redeemed. However, if shares of a Fund that are subject to a contingent deferred sales charge are exchanged into shares of the MainStay Money Market Fund, the holding period for purposes of determining the contingent deferred sales charge stops until the shares are exchanged back into shares of another MainStay Fund that are subject to a contingent deferred sales charge. This means that exchanging shares that are subject to a contingent deferred sales charge into shares of the MainStay Money Market Fund extends the holding period for purposes of determining the contingent deferred sales charge for the amount of time that you hold those shares of the MainStay Money Market Fund.

If a shareholder exchanges shares of a MainStay Fund subject to a contingent deferred sales charge for shares of the MainStay Money Market Fund and then redeems those shares, the contingent deferred sales charge will be assessed when the shares are redeemed even though the MainStay Money Market Fund does not otherwise assess a contingent deferred sales charge on redemptions. Shares of a Fund acquired as a result of subsequent investments, except reinvested dividends and distributions, may be subject to the contingent deferred sales charge when ultimately redeemed without purchasing shares of another MainStay Fund.

In times when the volume of telephone exchanges is heavy, additional phone lines will be added by MainStay Investments. However, in times of very large economic or market changes, the telephone exchange privilege may be difficult to implement. When calling MainStay Investments to make a telephone exchange, shareholders should have their account number and Social Security or Taxpayer I.D. number available. Under the telephone exchange privilege, shares may only be exchanged among accounts with identical names, addresses and Social Security or Taxpayer I.D. number. Shares may be transferred among accounts with different names, addresses and Social Security or Taxpayer I.D. number only if the exchange request is in writing and is received in "good order." If the dealer permits, the dealer representative of record may initiate telephone exchanges on behalf of a shareholder, unless the shareholder notifies the Fund in writing not to permit such exchanges. There will be no exchanges during any period in which the right of exchange is suspended or date of payment is postponed because the New York Stock Exchange is closed, trading on the New York Stock Exchange is restricted or the SEC deems an emergency to exist.

For federal income tax purposes, an exchange is treated as a sale on which an investor may realize a gain or loss. See "Tax Information" for information concerning the federal income tax treatment of a disposition of shares.

The exchange privilege may be modified or withdrawn at any time upon prior notice.

CONVERSION PRIVILEGES

AUTOMATIC CONVERSIONS BETWEEN SHARE CLASSES OF THE SAME FUND

A shareholder's Investor Class and Class A shares may be subject to automatic conversions between share classes as described below.

Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of a shareholder's Investor Class shares in any one Fund equals or exceeds the applicable minimum as stated in the Fund's Prospectus, whether by shareholder action or change in market value, or if the shareholder has otherwise become eligible to invest in Class A shares, the shareholder's Investor Class shares of that Fund will be automatically converted into Class A shares. Please note that, in most cases, shareholders may not aggregate their holdings of Investor Class shares in multiple Funds/accounts or rely on a Right of Accumulation or Letter of Intent (discussed above) in order to qualify for this conversion feature. Please also note that if a shareholder's account balance falls the applicable minimum as stated in the Fund's Prospectus, whether by shareholder action or change in market value, after conversion to Class A shares or the shareholder no longer qualifies to hold Class A shares, the shareholder's account may be converted back to Investor Class shares.

Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of the shareholder's Class A shares in any one Fund is less than the applicable minimum as stated in the Fund's Prospectus, whether by shareholder action or change in market value, or if the shareholder otherwise is no longer eligible to hold Class A shares, the shareholder's Class A shares of that Fund will be converted automatically into Investor Class shares.

The automatic conversions described above are based on the relative NAVs of the two classes, and no sales load or other charge is imposed. The Funds expect all share conversions to be made on a tax-free basis. Although the Funds expect that a conversion between share classes of the same Fund should not result in the recognition of a gain or loss for tax purposes, shareholders should consult a tax adviser with respect to the tax treatment of investments in a Fund. The Funds reserve the right to modify or eliminate this automatic share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class A shares received by holders of Class P shares of any of the Epoch Funds in connection with the Reorganizations, or shares obtained through an exchange of those Class A shares or any subsequent purchase, will not be subject to the automatic conversion feature described above.

VOLUNTARY CONVERSIONS BETWEEN SHARE CLASSES OF THE SAME FUND

In addition to any automatic conversion features described above with respect to Investor Class and Class A shares, shareholders generally may also elect to convert shares on a voluntary basis into another share class of the same Fund for which the shareholder is eligible. However, the following limitations apply: (i) Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and (ii) all Class C shares are ineligible for a voluntary conversion.

These limitations do not impact any automatic conversion features described above with respect to Investor Class and Class A shares.

To request a voluntary conversion between share classes of the same Fund, a shareholder may contact the Fund, either directly or through the shareholder's financial intermediary firm. Shareholders may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relative NAVs of the two classes without the imposition of any sales load, fee or other charge. If a shareholder fails to remain eligible for the new share class, the shareholder may automatically be converted back to the original share class. Although the Funds expect that a conversion between share classes of the same Fund should not result in the recognition of a gain or loss for tax purposes, shareholders should consult a tax adviser with respect to the tax treatment of investments in a Fund. The Funds may change, suspend or terminate this conversion feature at any time.

TAX-DEFERRED RETIREMENT PLANS

CASH OR DEFERRED PROFIT SHARING PLANS UNDER SECTION 401(K) FOR CORPORATIONS AND SELF-EMPLOYED INDIVIDUALS

Shares of a Fund may also be purchased as an investment under a cash or deferred profit sharing plan intended to qualify under Section 401(k) of the Internal Revenue Code (a "401(k) Plan") adopted by a corporation, a self-employed individual (including sole proprietors and partnerships), or other organization. All Funds may be used as funding vehicles for qualified retirement plans including 401(k) plans, which may be administered by third-party administrator organizations. The Distributor does not sponsor or administer such qualified plans at this time.

Individual Retirement Account ("IRA") and Coverdell Education Savings Accounts

Shares of a Fund may also be purchased by an IRA. Both traditional IRAs and Roth IRAs may purchase shares of a Fund. In addition, Coverdell Education Savings Accounts may purchase shares of a Fund.

TRADITIONAL IRAs. For 2009, an individual who has not attained age 70½ may contribute as much as $5,000 of his or her earned income to a traditional IRA. A married individual filing a joint return may also contribute to a traditional IRA for a nonworking spouse.

Eligible individuals age 50 and older may make additional contributions to their traditional IRAs in the form of catch-up contributions. The maximum limit for a catch-up contribution is $1,000.

Your traditional IRA contribution may be fully deductible, partially deductible or nondeductible for federal income tax purposes.

(a) Eligibility. Under the law, if neither you, nor your spouse, is an active participant (see (b) below) you may make a contribution to a regular IRA of up to the lesser of $5,000 (or an additional $5,000 in the case of Spousal IRA), for tax year 2009, or 100% of compensation and take a deduction for the entire amount contributed. If you are an active participant but have a Modified Adjusted Gross Income (MAGI) below a certain level (see (c) below), you are treated as if you were not an active participant and may make a deductible contribution. If you are an active participant and you have MAGI above that level (see (c) below), the amount of the deductible contribution you may make is phased down and eventually eliminated. If you are not an active participant but your spouse is an active participant, you may make a deductible contribution provided that if your combined MAGI is above the specified level (see (c) below), the amount of the deductible contribution you may make to an IRA is phased down and eventually eliminated. The limitation of the lesser of $5,000 (or the current limit) or 100% of compensation is reduced by the amount of contributions you make to any other regular IRA (except Education IRAs, now called Coverdell Education Savings Accounts) or Roth IRA for the taxable year. For individuals who have reached age 50 before the close of the tax year, the annual cash contribution limit is increased by: $1000 for 2009.

(b) Active Participant. You are an "active participant" for a year if you are covered by a retirement plan. You are covered by a "retirement plan" for a year if your employer or union has a retirement plan under which money is added to your account or you are eligible to earn retirement credits. For example, if you are covered under a profit-sharing plan, a 403(a) annuity, certain government plans, a salary reduction arrangement (such as a Tax Sheltered Annuity arrangement or a 401(k) plan), a Simplified Employee Pension (SEP) plan, a SIMPLE plan, or a plan which promises you a retirement benefit which is based upon the number of years of service you have with the employer, you are likely to be an active participant. Your Form W-2 for the year should indicate your participation status.

(c) Modified Adjusted Gross Income (MAGI). If you or your spouse is an active participant, you must look at your Modified Adjusted Gross Income for the year (if you and your spouse file a joint tax return you use your combined MAGI) to determine whether you can make a deductible IRA contribution. Your tax return will show you how to calculate your MAGI for this purpose. If you are at or below a certain MAGI level, called the Threshold Level, you are treated as if you were not an active participant and can make a deductible contribution under the same rules as a person who is not an active participant. If you are single, your deduction threshold MAGI level is $55,000 and phased out at $65,000 (for 2009). The deduction threshold level if you are married and file a joint tax return is $89,000 and phased out at $109,000 (for 2009), and if you are married but file a separate tax return, the deduction is phased out at $10,000 (for 2009). However, if only your spouse is an active participant and you file a joint tax return, the deduction threshold level is $166,000 and phased out at $176,000 (for 2009).

The deductibility of IRA contributions under state law varies from state to state. To determine the deductibility of an IRA contribution, please consult with your tax advisor.

An individual not permitted to make a deductible contribution to an IRA may nonetheless make nondeductible contributions up to the maximum contribution limit for that year.

Distributions from IRAs (to the extent they are not treated as a tax-free return of nondeductible contributions) are taxable under federal income tax laws as ordinary income. There are special rules for determining how withdrawals are to be taxed if an IRA contains both deductible and nondeductible amounts. In general, all traditional IRAs are aggregated and treated as one IRA, all withdrawals are treated as one withdrawal, and then a proportionate amount of the withdrawal will be deemed to be made from nondeductible contributions; amounts treated as a return of nondeductible contributions will not be taxable. Certain early withdrawals are subject to an additional penalty tax. However, there are exceptions for certain withdrawals, including: withdrawals up to a total of $10,000 for qualified first-time home buyer expenses or withdrawals used to pay "qualified higher education expenses" of the minimum amount of such distributions. The owner of a traditional IRA must make certain required minimum distributions beginning after age 70½; failure to comply with these rules can result in the imposition of a 50% excise tax. Please consult with your tax advisor regarding required minimum distributions.

To determine the deductibility of a Traditional IRA contribution, please consult with your tax advisor. Please see the IRA Custodial Agreement for additional rules.

ROTH IRAs. Roth IRAs are a form of individual retirement account that feature nondeductible contributions that may be made even after the individual attains the age of 70½. In certain cases, distributions from a Roth IRA may be tax free. For 2009, the Roth IRA, like the traditional IRA, is subject to a $5,000 ($10,000 for a married couple, $6,000 for individuals over age 50, and $12,000 for a married couple over age 50) contribution limit (taking into account both Roth IRA and traditional IRA contributions). The maximum contribution that can be made is phased-out for taxpayers with adjusted gross income between $105,000 and $120,000 ($166,000 - $176,000 if married filing jointly). If the Roth IRA has been in effect for five years, and distributions are (1) made on or after the individual attains the age of 59½; (2) made after the individual's death; (3) attributable to disability; or (4) used for "qualified first-time home buyer expenses," they are not taxable. If these requirements are not met, distributions are treated first as a return of contributions and then as taxable earnings. Taxable distributions may be subject to a 10% penalty for early distributions. All Roth IRAs, like traditional IRAs, are treated as one IRA for this purpose. Unlike the traditional IRA, Roth IRAs are not subject to minimum distribution requirements during the account owner's lifetime. However, the amount in a Roth IRA is subject to required minimum distribution rules after the death of the account owner.

Eligible individuals age 50 and older may make additional contributions to their Roth IRAs in the form of catch-up contributions. The maximum limit for a catch-up contribution is $1,000.

COVERDELL EDUCATION SAVINGS ACCOUNTS. A taxpayer may make nondeductible contributions of up to $2,000 per year per beneficiary to a Coverdell Education Savings Account. Contributions cannot be made after the beneficiary becomes 18 years old unless the beneficiary qualifies as a special needs beneficiary. The maximum contribution is phased out for taxpayers with a MAGI between $95,000 and $110,000 ($190,000 - $220,000 if married filing jointly). Earnings are tax-deferred until a distribution is made. If a distribution does not exceed the beneficiary's "qualified education expenses" for the year, no part of the distribution is taxable. If part of a distribution is taxable, a penalty tax will generally apply as well. Any balance remaining in a Coverdell Education Savings Account when the beneficiary becomes 30 years old must be distributed and any earnings will be taxable and may be subject to a penalty tax upon distribution.

All income and capital gains deriving from IRA and Coverdell Education Savings Account investments in the Fund are reinvested and compounded tax-deferred until distributed from the IRA or Coverdell Education Savings Account. The combination of annual contributions to a traditional IRA, which may be deductible, and tax-deferred compounding can lead to substantial retirement savings. Similarly, the combination of tax free distributions from a Roth IRA or Coverdell Education Savings Account combined with tax-deferred compounded earnings on IRA investments can lead to substantial retirement and/or education savings.

GENERAL INFORMATION

Shares of a Fund are permitted investments under profit sharing, pension, and other retirement plans, IRAs, Coverdell Education Savings Accounts (CESAs) and tax-deferred annuities to the extent the shares of a Fund are a permitted investment according to the provisions of the relevant plan documents. Third-party administrative services, may limit or delay the processing of transactions.

The custodial agreements and forms provided by the Funds' custodian and transfer agent designate New York Life Trust Company as custodian for IRAs, CESAs and tax sheltered custodial accounts (403(b)(7) TSA plans) (unless another trustee or custodian is designated by the individual or group establishing the plan) and contain specific information about the plans. Each plan provides that dividends and distributions will be reinvested automatically. For further details with respect to any plan, including fees charged by New York Life Trust Company, tax consequences and redemption information, see the specific documents for that plan.

The federal tax laws applicable to retirement plans, IRAs, CESAs and 403(b)(7) TSA plans are extremely complex and change from time to time. Therefore, an investor should consult with his or her own professional tax advisor before establishing any of the tax-deferred retirement plans described above.

TAX INFORMATION

The discussion herein relating to certain federal income tax considerations is presented for general informational purposes only. Since the tax laws are complex and tax results can vary depending upon specific circumstances, investors should consult their own tax adviser regarding an investment in a Fund, including the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction. The discussion is based upon provisions of the Internal Revenue Code, the regulations promulgated thereunder, and judicial and administrative rulings, all of which are subject to change, which change may be retroactive.

TAXATION OF THE FUNDS

Each Fund intends to elect and qualify annually to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code. If a Fund so qualifies and elects, it generally will not be subject to federal income tax on its investment company taxable income (which includes, among other items, dividends, interest, and the excess, if any, of net short term capital gains over net long-term capital losses) and its net capital gains (net long-term capital gains in excess of net short term capital losses) that it distributes to its shareholders.

Each Fund intends to distribute, at least annually, to its shareholders substantially all of its investment company taxable income and its net capital gains. In determining amounts of capital gains to be distributed, any capital loss carryovers from prior years will be applied against capital gains.

To qualify for treatment as a regulated investment company, a Fund generally must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of securities or foreign currencies, net income derived from certain qualified publicly traded partnerships, and other income (including gains from certain options, futures, and forward contracts) derived with respect to its business of investing in stock, securities or foreign currencies; (b) diversify its holdings so that at the end of each quarter of the taxable year, (i) at least 50% of the market value of a Fund's assets is represented by cash, cash items, U.S. government securities, the securities of other regulated investment companies and other securities, that with respect to any one issuer do not represent more than 5% of the value of the Fund's total assets nor more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or the securities of other regulated investment companies) of any one issuer, or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or in the securities of one or more qualified publicly traded partnerships; and (c) distribute in each taxable year at least 90% of the sum of its investment company taxable income and its net tax-exempt interest income.

If a Fund does not meet all of these Internal Revenue Code requirements, it will be taxed as an ordinary corporation and its distributions (to the extent of available earnings and profits) will be taxed to shareholders as dividend income (except to the extent a shareholder is exempt from tax).

The Treasury Department is authorized to issue regulations to provide that foreign currency gains that are not directly related to a Fund's principal business of investing in stock or securities (or options and futures with respect to stock or securities) may be excluded from qualifying income for purposes of the 90% gross income requirement described above. To date, however, no such regulations have been issued.

The diversification requirements relating to the qualification of a Fund as a regulated investment company may limit the extent to which a Fund will be able to engage in certain investment practices, including transactions in futures contracts and other types of derivative securities transactions. In addition, if a Fund were unable to dispose of portfolio securities due to settlement problems relating to foreign investments or due to the holding of illiquid securities, the Fund's ability to qualify as a regulated investment company might be affected.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, a Fund must distribute for the calendar year an amount equal to the sum of (1) at least 98% of its ordinary taxable income (excluding any capital gains or losses) for the calendar year, (2) at least 98% of the excess of its capital gains over capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of such year, and (3) all ordinary taxable income and capital gain net income (adjusted for certain ordinary losses) for previous years that were not distributed by the Fund or taxed to the Fund during such years. To prevent application of the excise tax, the Funds intend to make distributions in accordance with the calendar year distribution requirement.

CHARACTER OF DISTRIBUTIONS TO SHAREHOLDERS--GENERAL

Distributions of investment company taxable income, including distributions of net short-term capital gains, are generally characterized as ordinary income. Distributions of a Fund's net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, designated by a Fund as capital gain dividends, will generally be taxable to shareholders as long-term capital gains, regardless of how long a shareholder has held the Fund's shares. All distributions are includable in the gross income of a shareholder whether reinvested in additional shares or received in cash. Shareholders receiving distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share received equal to the net asset value of a share of a Fund on the reinvestment date. Shareholders will be notified annually as to the federal tax status of distributions.

The maximum individual tax rate on income from qualified dividends and long-term capital gains is currently 15%. Each of the Funds that invest in stock will be able to designate a portion of its ordinary income distributions as qualified dividends to the extent that the Fund derives income from qualified dividends. A more than 60-day holding period requirement must be satisfied by both the Fund and the shareholder with respect to each qualified dividend in order to be eligible for the reduced tax rate. The reduced tax rate on long-term capital gains and qualified dividends is currently scheduled to expire after 2010 in the absence of further congressional action. After 2010, the long-term capital gains rate is currently scheduled to increase to 20% and qualified dividends are currently scheduled to be taxed at ordinary income tax rates. Since many of the stocks in which the Funds invest may not pay significant dividends, it is not likely that a substantial portion of the distributions by the Funds will qualify for the 15% maximum rate.

If a portion of a Fund's net investment income is derived from dividends from domestic corporations, then a portion of such distributions may also be eligible for the corporate dividends-received deduction. Capital gain distributions will not be eligible for the corporate dividends-received deduction. The dividends-received deduction is reduced to the extent shares of a Fund are treated as debt-financed under the Internal Revenue Code and is generally eliminated unless such shares are deemed to have been held for more than 45 days during a specified period. In addition, the entire dividend (including the deducted portion) is includable in the corporate shareholder's alternative minimum taxable income.

A Fund's distributions with respect to a given taxable year may exceed its current and accumulated earnings and profits available for distribution. In that event, distributions in excess of such earnings and profits would be characterized as a return of capital to shareholders for federal income tax purposes, thus reducing each shareholder's cost basis in his Fund shares. Distributions in excess of a shareholder's cost basis in his shares would be treated as a gain realized from a sale of such shares.

Distributions by a Fund reduce the net asset value of the Fund's shares. Should a distribution reduce the net asset value below a shareholder's cost basis, such distribution, nevertheless, would be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to a distribution by a Fund. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will then receive a partial return of their investment upon such distribution, which will nevertheless generally be taxable to them.

A distribution will be treated as paid on December 31 of the calendar year if it is declared by a Fund in October, November or December of that year to shareholders on a record date in such a month and paid by the Fund during January of the following calendar year. Such a distribution will be includable in the gross income of shareholders in the calendar year in which it is declared, rather than the calendar year in which it is received.

FEDERAL INCOME TAX CAPITAL LOSS CARRYFORWARDS

A Fund is permitted to carry forward a net capital loss from any year to offset its capital gains, if any, realized during the eight years following the year of the loss. A Fund's capital loss carry-forward is treated as a short-term capital loss in the year to which it is carried. Accordingly, no capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such amounts. MainStay Funds Trust has not yet commenced opreations. Therefore, the Funds have no capital loss carryforwards. The Funds cannot carry back or carry forward any net operating losses.

DISPOSITIONS OF FUND SHARES

Upon redemption, sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss, depending on whether the gross proceeds are more or less than the shareholder's tax basis for the shares. Any gain or loss generally will be a capital gain or loss if the shares of a Fund are capital assets in the hands of the shareholder, and a gain generally will be taxable to shareholders as long-term capital gains if the shares had been held for more than one year.

A loss realized by a shareholder on the redemption, sale or exchange of shares of a Fund with respect to which capital gain dividends have been paid will, to the extent of such capital gain dividends, be treated as long-term capital loss if such shares have been held by the shareholder for six months or less at the time of their disposition. A loss realized on a redemption, sale or exchange also will be disallowed to the extent the shares disposed of are replaced (whether through reinvestment of distributions, or otherwise) within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Individual shareholders may generally deduct in any year only $3,000 of capital losses that are not offset by capital gains and any remaining losses may be carried over to future years. Corporations may generally deduct losses only to the extent of capital gains with certain carryovers for excess losses.

Under certain circumstances, the sales charge incurred in acquiring shares of a Fund may not be taken into account in determining the gain or loss on the disposition of those shares. This rule applies where shares of a Fund are exchanged within 90 days after the date they were purchased and new shares are acquired without a sales charge or at a reduced sales charge pursuant to a right acquired upon the initial purchase of shares. In that case, the gain or loss recognized on the exchange will be determined by excluding from the tax basis of the shares exchanged all or a portion of the sales charge incurred in acquiring those shares. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares and will be reflected in their basis.

FOREIGN CURRENCY GAINS AND LOSSES

Under the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time a Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on the disposition of debt securities denominated in a foreign currency and on the disposition of certain options, futures, forwards and other contracts, gain or loss attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Internal Revenue Code as "Section 988" gains or losses, may increase or decrease the amount of a Fund's net investment income to be distributed to its shareholders. If Section 988 losses exceed other investment company taxable income (which includes, among other items, dividends, interest and the excess, if any, of net short-term capital gains over net long-term capital losses) during the taxable year, a Fund would not be able to make any ordinary dividend distributions, and distributions made before the losses were realized would be recharacterized as a return of capital to shareholders or, in some cases, as capital gain, rather than as an ordinary dividend.

DISCOUNT

Certain bonds purchased by the Funds, such as zero coupon bonds, may be treated as bonds that were originally issued at a discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the difference between the price at which a security was issued (or the price at which it was deemed issued for federal income tax purposes) and its stated redemption price at maturity. Original issue discount is treated for federal income tax purposes as income earned by a Fund over the term of the bond, and therefore is subject to the distribution requirements of the Internal Revenue Code. The annual amount of income earned on such a bond by a Fund generally is determined on the basis of a constant yield to maturity which takes into account the semiannual compounding of accrued interest. Certain bonds purchased by the Funds may also provide for contingent interest and/or principal. In such a case, rules similar to those for original issue discount bonds would require the accrual of income based on an assumed yield that may exceed the actual interest payments on the bond.

In addition, some of the bonds may be purchased by a Fund at a discount which exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having market discount generally will be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond (unless a Fund elects to include market discount in income in tax years to which it is attributable). Realized accrued market discount on obligations that pay tax-exempt interest is nonetheless taxable. Generally, market discount accrues on a daily basis for each day the bond is held by a Fund at a constant rate over the time remaining to the bond's maturity. In the case of any debt security having a fixed maturity date of not more than one year from date of issue, the gain realized on disposition will be treated as short-term capital gain.

TAXATION OF OPTIONS, FUTURES CONTRACTS, AND SIMILAR INSTRUMENTS

Many of the options, futures contracts and forward contracts entered into by a Fund will be classified as "Section 1256 contracts." Generally, gains or losses on Section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses ("60/40"). Also, certain Section 1256 contracts held by a Fund are "marked-to-market" at the end times required pursuant to the Internal Revenue Code with the result that unrealized gains or losses are treated as though they were realized. The resulting gain or loss generally is treated as 60/40 gain or loss, except for foreign currency gain or loss on such contracts, which generally is ordinary in character.

Distribution of Fund gains from hedging transactions will be taxable to shareholders. Generally, hedging transactions and certain other transactions in options, futures and forward contracts undertaken by a Fund may result in "straddles" for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which such losses are realized.

Furthermore, certain transactions (including options, futures contracts, notional principal contracts, short sales and short sales against the box) with respect to an "appreciated position" in certain financial instruments may be deemed a constructive sale of the appreciated position, requiring the immediate recognition of gain as if the appreciated position were sold.

Because only a few regulations implementing the straddle rules have been promulgated, and regulations relating to constructive sales of appreciated positions have yet to be promulgated, the tax consequences of transactions in options, futures and forward contracts to a Fund are not entirely clear. The hedging transactions in which a Fund engages may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders.

A Fund may make one or more of the elections available under the Internal Revenue Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions.

Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a Fund that did not engage in such hedging transactions.

The diversification requirements applicable to a Fund's status as a regulated investment company may limit the extent to which a Fund will be able to engage in transactions in options, futures contracts, forward contracts or swaps.

The Rules governing the tax aspects of swap agreements entered into by a Fund are in a developing stage and are not entirely clear in certain respects. Accordingly, while the Funds eligible to enter into swap agreements intend to account for such transactions in a manner deemed to be appropriate, the Internal Revenue Service ("IRS") might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected. It is possible that developments in the swap market and the laws relating to swaps, including potential government regulation, could have tax consequences. The Funds intend to monitor developments in this area.

Certain requirements that must be met under the Internal Revenue Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in transactions in options, futures, forward contracts, and swaps.

FOREIGN TAXES

Investment income and gains received by a Fund from sources outside the United States may be subject to foreign taxes which were paid or withheld at the source. The payment of such taxes will reduce the amount of dividends and distributions paid to the Funds' shareholders. If the percentage of each Fund's total assets which will be invested in foreign stocks and securities is not more than 50%, any foreign tax credits or deductions associated with such foreign taxes will not be available for use by its shareholders. The effective rate of foreign taxes to which a Fund will be subject depends on the specific countries in which each Fund's assets will be invested and the extent of the assets invested in each such country and, therefore, cannot be determined in advance.

The MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund may each qualify for and make the election permitted under Section 853 of the Internal Revenue Code, provided that more than 50% of the value of the total assets of the Fund at the close of the taxable year consists of securities of foreign corporations. Pursuant to this election, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the foreign income and similar taxes paid by a Fund, and will be entitled either to claim a deduction (as an itemized deduction) for his pro rata share of such foreign taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. federal income taxes, subject to limitations. Foreign taxes may not be deducted by a shareholder that is an individual in computing the alternative minimum tax. Each shareholder will be notified within 60 days after the close of a Fund's taxable year whether the foreign taxes paid by the Fund will "pass-through" for that year and, if so, such notification will designate (a) the shareholder's portion of the foreign taxes paid to each such country and (b) the portion of the dividend which represents income derived from sources within each such country.

The foreign tax credit and deduction available to shareholders is subject to certain limitations imposed by the Internal Revenue Code, including a holding period requirement with respect to Fund shares. Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his total foreign source taxable income. For this purpose, if a Fund makes the election described in the preceding paragraph, the source of a Fund's income flows through to its shareholders. With respect to the Funds, gains from the sale of securities generally will be treated as derived from U.S. sources and Section 988 gains generally will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including foreign source passive income received from a Fund. If a Fund is not eligible to make the election described above, the foreign income and similar taxes it pays generally will reduce investment company taxable income and distributions by a Fund will be treated as United States source income.

It should also be noted that a tax-exempt shareholder, like other shareholders, will be required to treat as part of the amounts distributed its pro rata portion of the income taxes paid by the Fund to foreign countries. However, that income will generally be exempt from taxation by virtue of such shareholder's tax-exempt status, and such a shareholder will not be entitled to either a tax credit or a deduction with respect to such income.

The foregoing is only a general description of the foreign tax credit under current law. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers.

PASSIVE FOREIGN INVESTMENT COMPANIES

Certain Funds may invest in shares of foreign corporations which may be classified under the Internal Revenue Code as passive foreign investment companies ("PFICs"). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. If a Fund receives a so-called "excess distribution" with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund itself will be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

A Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, a Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions are received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply.

Alternatively, a Fund may elect to mark-to-market its PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, as well as subject a Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares.

TAX REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

All distributions, whether received in shares or cash, must be reported by each shareholder on his or her federal income tax return. Shareholders are also required to report tax-exempt interest.

Redemptions of shares, including exchanges for shares of another MainStay Fund, may result in tax consequences (gain or loss) to the shareholder and generally are also subject to these reporting requirements.

Under the federal income tax law, a Fund will be required to report to the IRS all distributions of income (other than exempt-interest dividends) and capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders.

Each distribution is accompanied by a brief explanation of the form and character of the distribution. By February 15 of each year, each Fund will issue to each shareholder a statement of the federal income tax status of all distributions.

Under the backup withholding provisions of the Internal Revenue Code, all taxable distributions and proceeds from the redemption or exchange of a Fund's shares may be subject to withholding of federal income tax at the rate of 28% in the case of nonexempt shareholders in the case of non-exempt shareholders if (1) the shareholder fails to furnish the Fund with and to certify the shareholder's correct taxpayer identification number, (2) the IRS notifies the Fund or shareholder that the shareholder has failed to report properly certain interest and dividend income to the IRS, or (3) when required to do so, the shareholder fails to certify that he is not subject to backup withholding. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Backup withholding is not an additional tax and any amounts withheld are creditable against the shareholder's U.S. Federal tax liability. Investors may wish to consult their tax advisors about the applicability of the backup withholding provisions.

STATE AND LOCAL TAXES

Distributions by the Funds also may be subject to state and local taxes and their treatment under state and local income tax laws may differ from the federal income tax treatment. Shareholders should consult their tax advisers with respect to particular questions of federal, state and local taxation.

Some states exempt from the state personal income tax distributions from the Fund derived from interest on obligations issued by the U.S. government or by such state or its municipalities or political subdivisions. Each investor should consult his or her own tax advisor to determine the tax status of distributions from the Fund in his or her own state and locality.

FOREIGN SHAREHOLDERS

The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. persons ( i.e. , U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Shareholders who are not U.S. persons should consult their tax advisers regarding U.S. and foreign tax consequences of ownership of shares of a Fund including the likelihood that distributions to them would be subject to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax treaty). An investment in a Fund may also result in the imposition of U.S. estate tax with respect to such investment.

OTHER INFORMATION

ORGANIZATION AND CAPITALIZATION

The Funds are separate series of the MainStay Funds Trust. MainStay Funds Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided into any number of portfolios of shares or classes, subject to the requirements of the 1940 Act.

VOTING RIGHTS

Shares entitle their holders to one vote per share; however, separate votes will be taken by each Fund or class on matters affecting an individual Fund or a particular class of shares issued by a Fund. Shares have noncumulative voting rights, which means that holders of more than 50% of the shares voting for the election of Board Members can elect all Trustees and, in such event, the holders of the remaining shares voting for the election of Board Members will not be able to elect any person or persons as Board Members. Shares have no preemptive or subscription rights and are transferable.

SHAREHOLDER AND BOARD MEMBER LIABILITY FOR MAINSTAY FUNDS TRUST

The Delaware Statutory Trust Act provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of Delaware corporations, and the Declaration of Trust further provides that no shareholder of the MainStay Funds Trust shall be personally liable for the obligations of the MainStay Funds Trust or of any series or class thereof except by reason of his or her own acts or conduct. The Declaration of Trust also provides for indemnification out of the assets of the applicable series of the MainStay Funds Trust of any shareholder or former shareholder held personally liable solely by reason of his or her being or having been a shareholder. The Declaration of Trust also provides that the MainStay Funds Trust may, at its option, assume the defense of any claim made against any shareholder for any act or obligation of the MainStay Funds Trust, and shall satisfy any judgment thereon, except with respect to any claim that has been settled by the shareholder without prior written notice to, and consent of, the MainStay Funds Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered to be extremely remote.

The Declaration of Trust states further that no Trustee or officer of the MainStay Funds Trust, when acting in such capacity, shall be personally liable to any person other than the MainStay Funds Trust or its shareholders for any act, omission or obligation of the MainStay Funds Trust or any Trustee or officer of the MainStay Funds Trust. The Declaration of Trust further provides that a Trustee or officer of the MainStay Funds Trust shall not be personally liable for any act or omission or any conduct whatsoever in his capacity as Trustee or officer, provided that this does not include liability to the MainStay Funds Trust or its shareholders to which the Trustee or officer would otherwise by subject by reason of such Trustee's or officer's willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee or officer.

REGISTRATION STATEMENTS

This SAI and the Prospectus do not contain all the information included in the registration statements filed with the SEC under the 1933 Act, as amended with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statements, including the exhibits filed therewith, may be examined at the offices of the SEC in Washington, D.C.

Statements contained herein and in the Prospectus as to the contents of any contract or other documents referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other documents filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

CONTROL PERSONS AND BENEFICIAL SHARE OWNERSHIP OF THE FUNDS

As of September 30, 2009, the sole shareholder of each Fund is New York Life Investments.

 

 
PART C. OTHER INFORMATION

ITEM 2 8 . EXHIBITS
 
(a)
Declaration of Trust
 
 
(1)
Certificate of Trust as filed with the State of Delaware on April 28, 2009 – Previously filed as Exhibit (a)(1) to Registrant’s Initial Registration Statement on Form N-1A*
 
 
(2)
Declaration of Trust dated April 8, 2009 – Previously filed as Exhibit (a)(2) to Registrant’s Initial Registration Statement on Form N-1A*
 
(b)
By-Laws of the Registrant dated April 8, 2009 – Previously filed as Exhibit (b) to Registrant’s Initial Registration Statement on Form N-1A*
 
(c)
Instruments Defining Rights of Security Holders
 
 
(1)
The Registrant does not issue Certificates.  See Article III, “Shares,” and Article V, “Shareholders’ Voting Powers and Meetings” of Declaration of Trust of the Registrant.  See Above.  See Article III, “Meetings of Shareholders,” and Article VIII, “Inspection of Records and Reports” of Registrant’s Bylaws.  See Above.*
 
(d)
Investment Advisory Contracts
 
 
(1)
Form of Management Agreement between the Registrant and New York Life Investment Management LLC dated [__], 2009 – Filed herewith
 
 
a.
Form of Expense Limitation Agreement dated [__], 2009 – Filed herewith
 
 
(2)
Form of Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated [__], 2009 – Filed herewith
 
 
(e)
Underwriting Contracts
 
 
(1)
Form of Distribution Agreement between the Registrant and NYLIFE Distributors, Inc. – Filed herewith
 
 
(2)
Form of Soliciting Dealer Agreement – Filed herewith
 
 
(f)
Bonus or Profit Sharing Contracts – Inapplicable
 
 
(g)
Custodian Agreements
 

 
 
(1)
Master Custodian Agreement with Investors Bank & Trust Company dated June 30, 2005 – Filed herewith
 
 
a.
Extension Agreement (with regard to Master Custodian Agreement) with State Street Bank & Trust Company dated January 31, 2008 – Filed herewith
 
 
b.
Form of Amendment to Master Custodian Agreement with State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement – Filed herewith
 
 
(2)
Master Delegation Agreement with Investors Bank & Trust Company dated June 30, 2005 – Filed herewith
 
 
a.
Form of Amendment to Master Delegation Agreement with State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement  – Filed herewith
 
(h)
Other Material Contracts
 
 
(1)
Transfer Agency Agreements
 
 
a.
Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated October 1, 2008 – Filed herewith
 
 
i.
Form of Amendment to Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated [__], 2009 to add the Registrant as a party to the Agreement – Filed herewith
 
 
b.
Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated October 1, 2005 – Filed herewith
 
 
i.
Amendment to Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated October 1, 2008 – Filed herewith
 

 
 
ii.
Form of Amendment to Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated [__], 2009 to add the Registrant as a party to the Agreement – To be filed by Amendment
 
 
(2)
Sub-Accounting and Sub-Administration Agreements
 
 
a.
Master Fund Sub-Accounting and Sub-Administration Agreement between New York Life Investment Management LLC and Investors Bank & Trust Company dated June 30, 2005 – Filed herewith
 
 
i.
Extension Agreement (with regard to Master Fund Sub-Accounting and Sub-Administration Agreement) between New York Life Investment Management LLC and State Street Bank & Trust Company dated January 31, 2008 – Filed herewith
 
 
ii.
Form of Amendment to Master Fund Sub-Accounting and Sub-Administration Agreement between New York Life Investment Management LLC and State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement – Filed herewith
 
 
(i)
Opinion of counsel with respect to the legality of the securities being registered – Filed herewith
 
(j)
Other Opinions
 
 
(1)
Consent of Independent Registered Public Accounting Firm - Tait, Weller
     
 
(2)
Consent of Independent Registered Public Accounting Firm - KPMG LLP
 
(k)
Omitted Financial Statements – Inapplicable
 
(l)
Initial Capital Agreements – Inapplicable
 
(m)
Rule 12b-1 Plan
 
 
(1)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Investor Class shares of Registrant – Filed herewith
 
 
(2)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class A shares of Registrant – Filed herewith
 
 
(3)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class B shares of Registrant – Filed herewith
 

 
 
(4)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class C shares of Registrant – Filed herewith
 
(n)
Rule 18f-3 Plan
 
 
(1)
Form of Multiple Class Plan Pursuant to Rule 18f-3 – Filed herewith
 
(o)
Reserved
 
(p)
Codes of Ethics
 
 
(1)
Code of Ethics of Registrant – Filed herewith
 
 
(2)
Code of Ethics of New York Life Investment Management Holdings LLC – Filed herewith
 
 
(3)
Code of Ethics of Epoch Investment Partners, Inc. – Filed herewith
 
Other Exhibits
 
(1)
Powers of Attorney – Previously filed as Exhibit (1) to Registrant’s Initial Registration Statement on Form N-1A*
 
_______________
* Incorporated by reference.

 
ITEM 29 . PERSONS CONTR OLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
 
None.
 
ITEM 30 . INDEMNIFICATION
 
New York Life Insurance Company maintains Directors & Officers Liability insurance coverage. The policy covers the Directors, Officers, and Trustees of New York Life, its subsidiaries and certain affiliates, including MainStay Funds Trust (the “ Registrant” ). Subject to the policy's terms, conditions, deductible and retentions, Directors, Officers and Trustees are covered for claims made against them while acting in their c apacities as such. The primary policy is issued by Zurich-American Insurance Company, and the excess policies are issued by various insurance companies. The issuing insurance companies may be changed from time to time and there is no assurance that any or   all of the current coverage will be maintained by New York Life.
 
 

Article VII of Registrant's Declaration of Trust states as follows:
 
Section 3. Indemnification .
 
(a)           For purposes of this Section 3 and Section 5 of this Article VII and any related provisions of the By-laws, “Agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “Proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.
 
(b)           Subject to the exceptions and limitations contained in this Section, as well as any procedural requirements set forth in the By-Laws:
 
(i)           every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee or officer, and against amounts paid or incurred by him in the settlement thereof;
 
(ii)           every Person who is, has been, or becomes an Agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been an Agent, and against amounts paid or incurred by him in the settlement thereof;
 
(iii)           every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any Proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having held such Other Position, and against amounts paid or incurred by him in the settlement thereof;
 
(c)           Without limitation of the foregoing and subject to the exceptions and limitations set forth in this Section, as well as any procedural requirements set forth in the By-Laws, the Trust shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any Proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act.
 

 
(d)           No indemnification shall be provided hereunder to any Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “Disabling Conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.
 
(e)           With respect to any Proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the Proceeding was brought, no indemnification shall be provided to a Trustee, officer, Agent or other Person unless there has been a dismissal of the Proceeding by the court or other body before which it was brought for insufficiency of evidence of any Disabling Conduct with which such Trustee, officer, Agent or other Person has been charged or a determination that such Trustee, officer, Agent or other Person did not engage in Disabling Conduct:
 
(i)           by the court or other body before which the Proceeding was brought;
 
(ii)           by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the Proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or
 
(iii)           by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
 
(f)           The Trust’s financial obligations arising from the indemnification provided herein or in the By-Laws (i) may be insured by policies maintained by the Trust; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Person may now or hereafter be entitled; and (iv) shall continue as to a Person who has ceased to be subject to indemnification as provided in this Section as to acts or omissions that occurred while the Person was indemnified as provided herein and shall inure to the benefit of the heirs, executors and administrators of such Person.  Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, may be entitled, and other persons may be entitled by contract or otherwise under law.
 
(g)           Expenses of a Person entitled to indemnification hereunder in connection with the defense of any Proceeding of the character described in paragraphs (a) and (b) above may be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that either (i) such Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Person will be found entitled to indemnification under Section 3.
 

 
Section 5. Insurance .

The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Person entitled to indemnification from the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity entitling him or her to indemnification hereunder.

In addition, each Trustee has entered into a written agreement with the Registrant pursuant to which the Registrant is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by th e Declaration of Trust and Bylaws of the Registrant.
 
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions,   or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnificati o n against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, offic e r or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether s uch indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
ITEM 31 . BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR
 
New York Life Investment Management LLC ("New York Lif e Investments” ) acts as the investment adviser for each series of the following open-end registered management investment companies: MainStay Funds Trust, Eclipse Funds, Eclipse Funds Inc., ICAP Funds, Inc., MainStay VP Series Fund, Inc. and The MainStay F unds.
 
Certain information on each executive officer of New York Life Investments is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal ye a rs of the Funds for his or her own account or in the capacity of director, officer, partner or trustee. The address of New York Life Investments is 51 Madison Avenue, New York, NY 10010.

NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
Gary E. Wendlandt
Chairman; Chairman of the Board; Chairman of the Compensation Committee; Member of the Audit Committee
 
Vice Chairman of the Board and Chief Investment Officer of New York Life Insurance Company; Chairman, Chairman of the Board and Chairman of the Compensation Committee of New York Life Investment Management Holdings LLC; Chairman of the Board, Chairman and President and Member of the Executive Committee of NYLIFE LLC; Principal Director and Member of the Audit Committee of Fianzas Monterrey, S.A.; Second Vice Chairman of HSBC New York Life Seguros de Retiro (Argentina) S.A.; Second Vice Chairman of Maxima S.A. AFJP; Vice Chairman in charge of Investment and Finance of New York Life Insurance and Annuity Corporation; Manager, Executive Vice President and Member of the Audit and Compensation Committees, and Chairman of Investment Committee of New York Life International LLC; Manager of NYL Executive Benefits LLC; Principal Director and Member of the Audit Committee of Seguros Monterrey New York Life, S.A. de C.V.; Manager and Member of the Audit Committee and Compensation Committee of Institutional Capital LLC, Madison Capital Funding LLC, MacKay Shields LLC, Madison Square Investors LLC  and McMorgan &Company LLC; Manager and Member  of the Compensation Committee of NYLCAP Manager LLC; Director of Jacob Ballas Capital India Pvt., Ltd.; and Director of NYLINK Insurance Agency Incorporated; Vice Chairman in charge of Investment &Finance, NYLIFE Insurance Company of Arizona; Second Vice Chairman and Second Vice President of HSBC New York Life Seguros de Vida (Argentina) S.A. and HSBC New York Life Seguros de Retivo (Argentina) S.A.
 
 

 
NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
John Y. Kim
Manager; President and Chief Executive Officer
 
Executive Vice President and Member of the Executive Management Committee, New York Life Insurance Company; Manager, Chief Executive Officer and President, New York Life Investment Management Holdings, LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the Compensation Committee, Madison Capital Funding LLC and McMorgan & Company LLC; Manager, Member of the Audit Committee and Chairman of the Compensation Committee, MacKay Shields LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the  Compensation Committee, NYLCAP Manager LLC, Madison Square Investors LLC and Institutional Capital; Chairman of the Board and Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation
 
 

 
NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
Patrick G. Boyle
Executive Vice President
 
Executive Vice President of New York Life Investment Management Holdings LLC; Director of New York Life Trust Company and Member of the Executive, Management and Investment, and Examining and Audit Committees; Senior Vice President of New York Life Insurance Company; Manager of Madison Capital Funding LLC
 
Frank J. Ollari
Executive Vice President
 
Executive Vice President of New York Life Investment Management Holdings LLC; Manager and Member of the Audit Committee of NYLCAP Manager LLC; Director of NYLIM Real Estate Inc.; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company
 
Barry A. Schub
Executive Vice President
 
Senior Vice President of New York Life Insurance Company; Executive Vice President of New York Life Investment Management Holdings LLC; Manager of NYLIFE Distributors LLC
 
David G. Bedard
Senior Managing Director; Chief Financial Officer
 
Senior Managing Director and Chief Financial Officer of New York Life Investment Management Holdings LLC; Senior Managing Director and Chief Financial Officer of NYLIFE Distributors LLC
 
Stephen P. Fisher
Senior Managing Director; Chief Marketing Officer
 
Manager, President and Chief Operating Officer of NYLIFE Distributors LLC; Chairman of the Board of NYLIM Service Company; President of The Mainstay Funds, Eclipse Funds, Eclipse Funds Inc., Mainstay VP Series Fund, Inc., ICAP Funds, Inc. and MainStay Funds Trust
 
Alison H. Micucci
Senior Managing Director; Chief Compliance Officer
 
Senior Managing Director and Chief Compliance Officer of New York Life Investment Management Holdings LLC and McMorgan & Company LLC; Senior Managing Director - Compliance of NYLIFE Distributors LLC; Chief Compliance Officer of NYLCAP Manager LLC; Senior Vice President of The Mainstay Funds, Eclipse Funds, Eclipse Funds Inc., Mainstay VP Series Fund, Inc., ICAP Funds, Inc. and MainStay Funds Trust
 
 

 
NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
Susan L. Paternoster
Senior Managing Director; Head of Information Technology
 
 
None
George S. Shively
Senior Managing Director; General Counsel; Secretary
 
Senior Managing Director, General Counsel and Secretary of New York Life Investment Management Holdings LLC; Senior Vice President and Associate General Counsel of New York Life Insurance Company; Secretary of Institutional Capital LLC, MacKay Shields LLC and Madison Capital Funding LLC; Assistant Secretary of Madison Square Investors LLC and McMorgan & Company LLC
 
Jefferson C. Boyce
Senior Managing Director
 
Director and Member of the Executive, and Management and Investment Committees of New York Life Trust Company; Senior Managing Director - New York Life Relationship Management of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company
 
Thomas A. Clough
Senior Managing Director
 
Chairman of the Board and Member of the Examining and Audit Committee and Chairman of the Management and Investment Committee of New York Life Trust Company; Senior Managing Director - Retirement Services of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company
 
Allan Dowiak
Senior Managing Director
 
None
 
Tony H. Elavia
Senior Managing Director
 
Executive Vice President of New York Life Trust Company; Senior Vice President of New York Life Insurance and Annuity Corporation; Manager and Chief Executive Officer of Madison Square Investors LLC
 
 

 
NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
Anthony R. Malloy
Senior Managing Director
 
Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Senior Vice President of NYLIFE Insurance Company of Arizona
 
Donald A. Salama
Senior Managing Director
 
Senior Managing Director - Retirement Services of NYLIFE Distributors LLC
 
John E. Schumacher
Senior Managing Director
 
Manager and Chief Executive Officer of NYLCAP Manager LLC; Principal of New York Life Capital Partners II, L.L.C.; Director of NYLCAP Holdings (Mauritius); Chief Executive Officer of New York Life Capital Partners III Genpar GP, LLC; Principal of New York Life Capital Partners L.L.C.; Chief Executive Officer of NYLIM Mezzanine GenPar GP, LLC; Chief Executive Officer of NYLCAP Mezzanine Partners III GenPar GP, LLC
 
Richard C. Schwartz
Senior Managing Director
 
Investment Officer of New York Life Trust Company; Senior Vice President of New York Life Insurance Company
 
Mark W. Talgo
Senior Managing Director
 
President and Member of the Investment Committee of NYLIM Fund II GP, LLC; Director and President of NYLIM Real Estate Inc.; Executive Vice President of McMorgan & Company LLC; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Director of NYL Management Limited
 
Julia A. Warren
Senior Managing Director
 
Senior Vice President of New York Life Insurance and Annuity Corporation
 
Robert DiMella
Senior Managing Director
 
Senior Managing Director, MacKay Shields LLC
 
Gary Goodenough
Senior Managing Director
 
Senior Managing Director, MacKay Shields LLC
 
 

 
NAME
POSITION(S) WITH NEW
YORK LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
John Loffredo
Senior Managing Director
 
Senior Managing Director, MacKay Shields LLC
 
Michael P. Maquet
Senior Managing Director
 
President, Madison Square Investors LLC
James Ramsay
Senior Managing Director
 
Senior Managing Director, MacKay Shields LLC
John C. Siciliano
Manager, Senior Managing Director and Head of Investment Boutiques
 
Manager of New York Life Investment Management Holdings LLC; Manager and member of the Audit Committee of NYLIFE Distributors Manager and Member of the Compensation Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC, McMorgan & Company LLC and NYLCAP Manager LLC


Epoch Investment Part ners, Inc. (“ Epoch” ) acts as the subadvisor for certain series of the following open-end registered management investment companies: MainStay Funds Trust, Eclipse Funds, Eclipse Funds Inc., MainStay VP Series Fund, Inc. and The MainStay Funds.
 
Certain i nformation on each executive officer of Epoch is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Funds for his or her own a c count or in the capacity of director, officer, partner or trustee. The address of Epoch is 640 Fifth Avenue, 18th Floor, New York, New York 10019.
 
NAME
 
POSITION(S) WITH EPOCH / PRINCIPAL OCCUPATION
Adam Borak
 
Chief Financial Officer
 
J. Philip Clar k
 
Executive Vice President
 
David N. Pearl
 
Executive Vice President
 
Timothy T. Taussig
 
President and Chief Operating Officer
 
William W. Priest
 
Managing Director, Chief Executive Officer and Chief Investment Officer
 



ITEM 32 . PRINCIPAL UNDERWRIT ERS
 
a. NYLIFE Distributors LLC acts as the principal underwriter for:

Eclipse Funds Inc. (File No. 33-36962)
Eclipse Funds (File No. 33-08865)
ICAP Funds, Inc. (File No. 33-86006)
MainStay Funds Trust (File No. 333-160918)
MainStay VP Series Fund, Inc. (File No. 2-86082)
The MainStay Funds (File No. 33-02610)
NYLIAC Variable Universal Life Separate Account I
NYLIAC Multi-Funded Annuity Separate Account I
NYLIAC Multi-Funded Annuity Separate Account II
NYLIAC Variable Annuity Separate Account I
NYLIAC Va r iable Annuity Separate Account II
NYLIAC Variable Annuity Separate Account III
NYLIAC Variable Life Insurance Separate Account
NYLIAC Corporate Sponsored Variable Universal Life Separate Account I
NYLIAC Institutionally Owned Life Insurance Separate Accou n t

b.  The Directors and Officers of NYLIFE Distributors LLC are as follows:

NAME
POSITION(S) WITH NYLIFE
DISTRIBUTORS LLC
 
 
OTHER BUSINESS
John Y. Kim
Chairman of the Board and Chief Executive Officer
 
None
Christopher O. Blunt
Manager and Executive Vice President, Retirement and Income Security
 
None
John A. Cullen
Manager and Chairman of the Audit Committee
 
None
Stephen P. Fisher
Manager, President and Chief Operating Officer
 
President
Barry A. Schub
Manager
 
 
None
Scott L. Berlin
Executive Vice President, Life Distribution
 
 
None
Robert J. Hebron
Executive Vice President, Executive Benefits
 
None
John R. Meyer
Executive Vice President, Retirement Income Security
 
None
John Santaguida
Executive Vice President, McMorgan Distribution
 
None
Jefferson C. Boyce
Senior Managing Director, New York Life Relationship Management
 
None
Thomas A. Clough
Senior Managing Director, Retirement Services
 
None
Barbara McInerney
 
Senior Managing Director, Compliance
 
None
 

 
NAME
POSITION(S) WITH NYLIFE
DISTRIBUTORS LLC
 
 
OTHER BUSINESS
Alison H. Micucci
Senior Managing Director, Compliance
 
Senior Vice President
Donald A. Salama
Senior Managing Director, Retirement Services
 
None
David L. Bangs
Managing Director, NYLCAP Institutional Sales
 
None
Michael D. Coffey
Senior Managing Director, Retirement Income Security
 
None
Philip L. Gazzo
Managing Director, Retirement Income Security
 
None
Mark A. Gomez
Managing Director and Chief Compliance Officer
 
None
David G. Bedard
Senior Managing Director and Chief Financial Officer
 
None
Joseph J. Henehan
Managing Director, Retirement Services
 
 
None
Marguerite E. H. Morrison
 
Managing Director and Secretary
 
Chief Legal Officer and Secretary
Christopher V. Parisi
Managing Director, Retirement Income Security
 
None
Amanda Parness
Managing Director, Institutional Sales
 
 
None
Steven Sexeny
Managing Director, Madison Square Investors Istitutional Products Distribution
 
None
Stephen Fiacco
Managing Director, Mutual Funds – outside Broker-Dealer Distribution
 
 
None
John C. Siciliano
Manager and Member of Audit Committee
 
 
None
Rebekah M. Mueller
Managing Director, Retirement Services
 
 
None
 
Penny Nelson
Manager and Managing Director, Operations
 
None
Mark S. Niziak
Managing Director, Retirement Services
 
None

c. Inapplicable.
 
ITEM 33 . LOCATION OF ACCOUNTS AND RECORDS.
 
Certain accounts, bo oks and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained at the offices of the Registrant, New York Life Investment Management LLC and NYLIFE Distributors L LC, 169 Lackawanna Avenue, Parsippany, NJ 07054. Records relating to the Registrant's transfer agent are maintained by NYLIM Service Company LLC, 169 Lackawanna Avenue, Parsippany, NJ 07054. Records relating to the Registrant's custodian are maintained by   State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111-2900.
 

 
ITEM 34 . MANAGEMENT SERVICES.
 
Inapplicable.
 
ITEM 35 . UNDERTAKINGS.
 
The Registrant hereby undertakes that it will not commence the public offering of its shares or offer its shares to more than twenty-five persons until it has completed the contemplated reorganization of one or more series of The World Funds, Inc. into corresponding series of the Registrant, and the Registrant has a net worth of at least $100,000 as required by Section 14 of the Investment Company Act of 1940, as amended.
 


 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the In vestment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany in the State of New Jersey, on the 30th day of October, 2009.

MAIN STAY FUNDS TRUST

By: /s/ Stephen P. Fisher
Stephen P. Fisher
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacitie s indicated on October 30, 2009.

SIGNATURE
 
TITLE
     
/s/ Stephen P. Fisher
 
President and Principal Executive Officer
Stephen P. Fisher
   
     
/s/ Susan B. Kerley*
 
Trustee and Chairman of the Board
Susan B. Kerley
   
     
/s/ John Y. Kim*
 
Trustee
John Y. Kim
   
     
/s/ Alan R. Latshaw*
 
Trustee
Alan R. Latshaw
   
     
/s/ Peter Meenan*
 
Trustee
Peter Meenan
   
     
/s/ Richard H. Nolan, Jr.*
 
Trustee
Richard H. Nolan, Jr.
   
     
/s/ Richard S. Trutanic*
 
Trustee
Richard S. Trutanic
   
     
/s/ Roman L. Weil*
 
Trustee
Roman L. Weil
   
     
/s/ John A. Weisser*
 
Trustee
John A. Weisser
   
     
/s/ Jack R. Benintende
 
Treasurer and Principal Financial
Jack R. Benintende
 
and Accounting Officer
     
 

 
*By: /s/ Marguerite E.H. Morrison
   
Marguerite E.H. Morrison
   
As Attorney-in-Fact
   
 
* Pursuant to Powers of Attorney filed as Exhibit (1) to the Registrant s Initial Registration Statement on Form N-1A.
 


EXHIBIT INDEX
 
(d)(1)
Form of Management Agreement
 
(d)(1)(a)
Form of   Expense Limitation Agreement
 
(d)(2)
Form of   Subadvisory Agreement
 
(e)(1)
Form of   Distribution Agreement
 
(e)(2)
Form of Soliciting Dealer Agreement
 
(g)(1)
Master Custodian Agreement with Investors Bank & Trust Company dated June 30, 2005
 
(g)(1)(a)
Extension Agreement (with regard to Master Custodian Agreement) with State Street Bank & Trust Company dated January 31, 2008
 
(g)(1)(b)
Form of   Amendment to Master Custodian Agreement with State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement
 
(g)(2)
Master Delegation Agreement with Investors Bank & Trust Company dated June 30, 2005
 
(g)(2)(a)
Form of   Amendment to Master Delegation Agreement with State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement
 
(h)(1)(a)
Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated October 1, 2008
 
(h)(1)(a)(i)
Form of   Amendment to Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated [__], 2009 to add the Registrant as a party to the Agreement
 
(h)(1)(b)
Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated October 1, 2005
 
(h)(1)(b)(i)
Amendment to Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated October 1, 2008
 
(h)(2)(a)
Master Fund Sub-Accounting and Sub-Administration Agreement between New York Life Investment Management LLC and Investors Bank & Trust Company dated June 30, 2005
 
(h)(2)(a)(i)
Extension Agreement (with regard to Master Fund Sub-Accounting and Sub-Administration Agreement) between New York Life Investment Management LLC and State Street Bank & Trust Company dated January 31, 2008
 

 
(h)(2)(a)(ii)
Form of   Amendment to Master Fund Sub-Accounting and Sub-Administration Agreement between New York Life Investment Management LLC and State Street Bank & Trust Company dated [__], 2009 to add the Registrant as a party to the Agreement
 
(i)
Opinion of counsel with respect to the legality of the securities being registered
 
(j)(1)
Consent of Independent Registered Public Accounting Firm - Tait, Weller
   
(j)(2)
Consent of Independent Registered Public Accounting Firm - KPMG LLP
 
(m)(1)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Investor Class shares of Registrant
 
(m)(2)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class A shares of Registrant
 
(m)(3)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class B shares of Registrant
 
(m)(4)
Form of Plan of Distribution Pursuant to Rule 12b-1 for Class C shares of Registrant
 
(n)(1)
Form of   Multiple Class Plan Pursuant to Rule 18f-3
 
(p)(1)
Code of Ethics of Registrant
 
(p)(2)
Code of Ethics of New York Life Investment Management Holdings LLC
 
(p)(3)
Code of Ethics of Epoch Investment Partners, Inc.
 



MAINSTAY FUNDS TRUST
 
FORM OF MANAGEMENT AGREEMENT
 
This Management Agreement is hereby made as of the [….] day of [….], 2009 (the “Agreement”) between the MainStay Funds Trust, a Delaware business trust (the “Trust”), further amended from time to time, on behalf of its series as set forth on Schedule A (each, a “Fund,” and collectively, the “Funds”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).
 
WITNESSETH:
 
WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
 
WHEREAS, the shares of common stock of the Trust (the “Shares”) are divided into separate series, each of which is established by resolution of the Board of Trustees of the Trust (the “Board”) and the Trustees may from time to time terminate such series or establish and terminate additional series; and
 
WHEREAS, the Manager is engaged in rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
 
WHEREAS, the Trust desires to retain the Manager to provide investment advisory and related administrative services to each of the Funds, and the Manager is willing to provide or procure such services on the terms and conditions hereinafter set forth; and
 
NOW, THEREFORE, the parties agree as follows:
 
 
ARTICLE I.  APPOINTMENT
 
A.            Appointment.   The Trust hereby appoints NYLIM to act as Manager to the Funds for the period and on the terms set forth in this Agreement.  The Manager accepts such appointment and agrees to provide the advisory and administrative services herein described, for the compensation herein provided.
 
 
ARTICLE II.  ADVISORY SERVICES
 
A.            Advisory Duties of Manager.   Subject to the supervision of the Board, the Manager shall manage all aspects of the advisory operations of each Fund and the composition of the portfolio of each Fund, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the Fund, as stated in the currently effective Prospectus (as hereinafter defined); in conformity with the Declaration of Trust and By-Laws (each as hereinafter defined) of the Trust; under the instructions and directions of the Trustees of the Trust; and in accordance with the applicable provisions of the 1940 Act and the rules and regulations thereunder, the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), relating to regulated investment companies and all rules and regulations thereunder, and all other applicable federal and state laws and regulations.  In connection with the services provided under this Agreement, the Manager will use its best efforts to manage each Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder.  In managing each Fund in accordance with the requirements set out in this section, the Manager will be entitled to receive and act upon advice of counsel for the Trust or Fund.
 
 
 

 
 
1.            Portfolio Management.   The Manager will determine the securities and other instruments to be purchased, sold or entered into by each Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to the Manager’s determinations and all in accordance with each Fund’s policies as set out in the Prospectus of the Fund or as adopted by the Board and disclosed to the Manager.  The Manager will determine what portion of each Fund's portfolio will be invested in securities and other assets and what portion, if any, should be held uninvested in cash or cash equivalents.  Each Fund will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to the Manager’s investment advisory clients.
 
2.            Selection of Brokers.   Subject to the policies established by, and any direction from, the Trust’s Board, the Manager will be responsible for selecting the brokers or dealers that will execute the purchases and sales for a Fund.  The Manager will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust’s Registration Statement or as the Board may direct from time to time.  It is recognized that, in providing the Funds with investment supervision or the placing of orders for portfolio transactions, the Manager will give primary consideration to securing the most favorable price and efficient execution.  Consistent with this policy, the Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager may be a party.  It is understood that neither the Funds, the Trust nor the Manager has adopted a formula for allocation of the Funds’ investment transaction business.  It is also understood that it is desirable for the Funds that the Manager have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Funds than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution.  Therefore, the Manager or any subadvisor is authorized to place orders for the purchase and sale of securities for the Funds with such certain brokers, subject to review by the Trust’s Trustees from time to time with respect to the extent and continuation of this practice.  It is understood that the services provided by such brokers may be useful to the Manager or any subadvisor in connection with its services to other clients.
 
Subject to the foregoing, it is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having directed a securities transaction on behalf of a Fund to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, and the rules and interpretations of the Securities and Exchange Commission (“SEC”) thereunder, or as otherwise permitted from time to time by a Fund’s Prospectus.
 
 
 

 
 
On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Funds as well as other clients, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients.
 
3.            Delegation of Investment Advisory Services.   Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of a Fund, the Manager may, through a subadvisory agreement or other arrangement, delegate to a subadvisor any of the duties enumerated in this Agreement, including the management of all or a portion of the assets being managed.  Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of a Fund, the Manager may adjust such duties, the portion of assets being managed, and the fees to be paid by the Manager; provided, that in each case the Manager will continue to oversee the services provided by such company or employees and any such delegation will not relieve the Manager of any of its obligations under this Agreement.
 
The Trust and Manager understand and agree that the Manager may manage a Fund in a “manager-of-managers” style with either a single or multiple subadvisors, which contemplates that the Manager will, among other things and pursuant to an Order issued by the SEC, and subject to shareholder approval if required:  (i) continually evaluate the performance of each subadvisor to a Fund, if applicable, through quantitative and qualitative analysis and consultations with such subadvisor; (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisors should be renewed, modified or terminated; and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions.  The Trust recognizes that a subadvisor’s services may be terminated or modified pursuant to the “manager-of-managers” process, and that the Manager may appoint a new subadvisor for a subadvisor that is so removed.
 
4.            Instructions to Custodian.   The Manager or any subadvisor shall provide the Trust’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.
 
5.            Valuation.   The Manager will provide assistance to the Board in valuing the securities and other instruments held by each Fund, to the extent reasonably required by such valuation policies and procedures as may be adopted by each Fund.
 
B.            Books and Records.   The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the SEC under the 1940 Act any such records as are required to be maintained by the Manager.  The Manager shall render to the Trust’s Trustees such periodic and special reports as the Trustees may reasonably request.
 
 
 

 
 
C.            Advisory Services Not Exclusive.   The Manager’s services to the Trust and each Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render investment advice, management and services to other persons (including other investment companies) and engage in other activities, so long as its services under this Agreement are not impaired by such other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies.  Whenever a Fund and one or more other accounts or investment companies advised by the Manager have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with procedures believed by the Manager to be equitable to each entity over time.  Similarly, opportunities to sell securities will be allocated in a manner believed by the Manager to be equitable to each entity over time.  The Trust and each Fund recognize that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for a Fund.
 
 
ARTICLE III.  ADMINISTRATIVE SERVICES
 
A.            Administrative Duties of Manager.   The Manager shall (i) furnish the Funds with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by the Funds (excluding those being maintained by the Funds’ custodian and transfer agent except as to which the Manager has supervisory functions) and other than those being maintained by the Funds’ subadvisor, if any; and (iii) furnish the Funds with Board materials, ordinary clerical, bookkeeping and recordkeeping services at such office facilities and such other services as the parties may agree.  The Manager will also monitor each Fund’s compliance with its investment and tax guidelines and other compliance policies.
 
1.            Instructions to Custodian.   The Manager or any sub-administrator shall provide the Trust’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.
 
2.            Books and Records.   The Manager shall keep the Funds’ books and records required to be maintained by it.  The Manager agrees that all records which it maintains for the Funds are the property of the Funds, and it will surrender promptly to the Funds any of such records upon the Funds’ request.  Moreover, the Manager shall maintain all books and records with respect to the Funds’ securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the rules thereunder.  The Manager shall render to the Trust’s Trustees such periodic and special reports as the Trustees may reasonably request.
 
3.            Administrative Services Not Exclusive.   The Manager’s services to the Trust and each Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render administrative services to other persons and engage in other activities, so long as its services under this Agreement are not impaired by such other activities.  It is understood and agreed that officers or directors of the Manager may serve as officers or Trustees of the Trust, and that officers or Trustees of the Trust may serve as officers or directors of the Manager to the extent permitted by law; and that the officers and directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies.
 
 
 

 
 
4.            Delegation of Administration Services.   With respect to any or all series of the Trust, including the Funds, the Manager may enter into one or more contracts with a sub-administrator (“Sub-Administration Contract”) in which the Manager delegates to such sub-administrator any or all its duties specified in this Agreement, provided that the Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder, as applicable.  The Manager will at all times maintain responsibility for providing the administration services and will supervise any sub-administrator.
 
5.            Valuation.   The Manager will provide assistance to the Board in valuing the securities and other instruments held by each Fund, to the extent reasonably required by such valuation policies and procedures as may be adopted by each Fund.
 
 
ARTICLE IV.  EXPENSES
 
A.            Expenses Borne by Manager.
 
1.           In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses:
 
(i)           The salaries and expenses of all personnel of the Trust and the Manager, except the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust, and the salary (or a portion thereof) of the Trust’s Chief Compliance Officer that the Board approves for payment by the Funds; and
 
(ii)           All expenses incurred by the Manager in connection with managing the investment operations of the Funds other than those assumed by the Trust, Fund or administrator of the Fund or the Trust or other third party under a separate agreement.
 
2.           The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the Funds’ Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, or (ii) the Trust on behalf of the Funds will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Funds (or some other party) will assume some or all of such expenses.  The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund (or some other party) pursuant to such a plan.
 
B.            Expenses Borne by the Trust/Fund.
 
 
 

 
 
1.           Each Fund assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Trust, the Fund shall be liable only for its allocable portion of the expenses):
 
(i)           The fees of any investment adviser or expenses otherwise incurred by the Trust in connection with the management of the investment and reinvestment of the assets of the Funds;
 
(ii)          Brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Funds;
 
(iii)         Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business;
 
(iv)         The fees and expenses of Trustees who are not interested persons of the Manager of any investment adviser, and the salary (or a portion thereof) of the Trust’s Chief Compliance Officer that the Board approves for payment by the Funds;
 
(v)          The fees and expenses of the Funds’ custodian which relate to:  (a) the custodial function and the recordkeeping connected therewith; (b) the preparation and maintenance of the general required accounting records of the Funds not being maintained by the Manager; (c) the pricing of the Funds’ Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Trustees of the Trust; and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Funds’ Shares;
 
(vi)         The fees and expenses of the Funds’ transfer and dividend disbursing agent, which may be a custodian of the Funds, which relate to the maintenance of each shareholder account;
 
(vii)        The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Trust;
 
(viii)       All taxes and business fees payable by the Funds to federal, state or other governmental agencies;
 
(ix)          The fees of any trade association of which the Trust may be a member;
 
(x)           The cost of share certificates representing the Funds’ Shares;
 
(xi)          The cost of fidelity, Trustees and officers and errors and omissions insurance;
 
(xii)         Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders;
 
 
 

 
 
(xiii)        The fees and expenses involved in registering and maintaining registrations of the Trust and of its Shares with the SEC, registering the Trust with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes; and
 
(xiv)        The Trust hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of any new share classes of a Fund or the initial offering of a new series of the Trust.
 
ARTICLE V.  COMPENSATION
 
A.            Compensation.   For the services provided and the facilities furnished pursuant to this Agreement, the Trust will pay to the Manager as full compensation therefor a fee at the annual rate for each Fund as set forth in Schedule A.  This fee will be computed daily and will be paid to the Manager monthly.  This fee will be chargeable only to the applicable Fund, and no other series of the Trust shall be liable for the fee due and payable hereunder.  The Funds shall not be liable for any expense of any other series of the Trust.
 
The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable under this Agreement and/or undertake to pay or reimburse a Fund for all or a portion of its expenses not otherwise required to be paid by or reimbursed by the Manager.  Unless otherwise agreed, any fee reduction or undertaking may be discontinued or modified by the Manager at any time.  For the month and year in which this Agreement becomes effective or terminates, there will be an appropriate pro ration of any fee based on the number of days that the Agreement is in effect during such month and year, respectively.
 
ARTICLE VI.  ADDITIONAL OBLIGATIONS OF THE TRUST
 
A.            Documents.   The Trust has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:
 
1.           Declaration of Trust of the Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the “Declaration of Trust”);
 
2.           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);
 
3.           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Manager and approving the form of this Agreement;
 
4.           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the “Registration Statement”), as filed with the SEC, relating to the Funds and the Funds’ Shares and all amendments thereto;
 
 
 

 
 
5.           Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and
 
6.           The form of Prospectus and Statement of Additional Information of the Trust pursuant to which the Funds’ Shares are offered for sale to the public (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called collectively the “Prospectus”).
 
B.            Trust Materials.   During the term of this Agreement, the Trust agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Funds or to the public, which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof.  In the event of termination of this Agreement, the Trust will continue to furnish to the Manager copies of any of the above-mentioned materials that refer in any way to the Manager.  The Trust shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Funds as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
 
ARTICLE VII.  LIMITATION OF LIABILITY
 
A.            Limitation of Liability of Manager.   As an inducement to the Manager undertaking to provide services to the Trust and each Fund pursuant to this Agreement, the Trust and each Fund agrees that the Manager will not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement will be deemed to protect or purport to protect the Manager against any liability to the Trust, a Fund or its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.  The rights of exculpation provided under this Section VII.A are not to be construed so as to provide for exculpation of any person described in this Section VII.A for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that exculpation would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this Section VII.A to the maximum extent permitted by applicable law.
 
B.            Limitation of the Company and the Shareholders.   It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Trust shall be personally liable hereunder.  All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust, as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust.  No series of the Trust shall be liable for any claims against any other series of the Trust.
 
 
 

 
 
ARTICLE VIII.  MISCELLANEOUS
 
A.            Manager Personnel.   The Manager shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in the capacities in which they are elected or appointed.  Services to be furnished by the Manager under this Agreement may be furnished through the medium of any of such directors, officers or employees.  The Manager shall make its directors, officers and employees available to attend Trust Board meetings as may be reasonably requested by the Board from time to time.  The Manager shall prepare and provide such reports on the Funds and their operations as may be reasonably requested by the Board from time to time.  The Manager shall implement Board-approved proxy voting policies and procedures, and shall respond to corporate actions taken by issuers of the Fund’s portfolio holdings consistent with its fiduciary duty to the Funds.

B.            Duration and Termination.   This Agreement shall continue in effect with respect to the Funds for a period of more than two (2) years from the date hereof following shareholder approval, as necessary, and thereafter only so long as such continuance is specifically approved at least annually with respect to the Funds in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation.  This Agreement shall continue in effect with respect to the Funds for a period of more than one (1) year from the date hereof in circumstances when shareholder approval is not required, and thereafter only so long as such continuance is specifically approved at least annually with respect to the Funds in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation.  However, this Agreement may be terminated with respect to the Funds at any time, without the payment of any penalty, by the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or by the Manager at any time, without the payment of any penalty, on not more than sixty (60) days’ nor less than thirty (30) days’ written notice to the other party.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).
 
C.            Additional Series.   In the event the Trust establishes one or more Funds after the effective date of this Agreement, such Funds will become Funds under this Agreement upon approval of this Agreement by the Board of Trustees with respect to the Funds and the execution of an amended Schedule A reflecting the Funds.
 
D.            Independent Contractor.   Except as otherwise provided herein or authorized by the Board of the Trust from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent the Funds or the Trust in any way or otherwise be deemed an agent of the Funds or the Trust.
 
E.            Amendment.   This Agreement may be amended in writing by mutual consent, but the consent of the Funds, if required, must be obtained in conformity with the requirements of the 1940 Act and the rules thereunder.
 
F.            Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: Secretary; or (2) to the Trust at 51 Madison Avenue, New York, New York 10010, Attention: President.
 
 
 

 
 
G.            Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
 
H.            Use of Name.   The Funds may use any name including the word MainStay or any derivative thereof for so long as this Agreement or any other agreement between the Managers or any other affiliate of New York Life Insurance Company and the Trust or any extension, renewal or amendment thereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager’s business as investment adviser and/or administrator.  At such time as such an agreement shall no longer be in effect, each Fund will (to the extent that it lawfully can) cease to use such name or any other name indicating that it is advised by or otherwise connected with the Manager or any organization that shall have so succeeded to its respective business.
 
I.            Captions and Headings.   The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
 
J.            Severability.   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
 
K.            Interpretation of Law.   As used in this Agreement, terms shall have the same meaning as such terms have in the 1940 Act.  Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
 
*           *           *

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 1 st day of August, 2008.  This Agreement may be signed in counterparts.
 

NEW YORK LIFE INVESTMENT MANAGEMENT LLC


Attest:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 


MAINSTAY FUNDS TRUST

Attest:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 


 

 
 

 

SCHEDULE A

(As of […..], 2009)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, at annual fee equal to the following:
 
FUND
ANNUAL RATE
   
MainStay Epoch Global Equity Yield Fund
 
   
MainStay Epoch International Small Cap Fund
 
   
MainStay Epoch U. S. Equity Fund
 
   
MainSTay Epoch Global Choice Fund
 

 

 

 
 

 



FORM OF EXPENSE LIMITATION AGREEMENT

[_______, 2009]

Board of Directors/Trustees
MainStay Group of Funds
51 Madison Avenue
New York, NY 10010

Re:
Expense Limitation Agreement –
MainStay [………..] Fund, All Classes
 
Dear Board of Directors/Trustees:

(1)         This letter will confirm our intent that in the event the annualized ratio of total ordinary fund operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which the Funds invest) to average daily net assets of the Class A shares of the MainStay [_________] Fund (the “Fund”), calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds [___%], we will assume a portion of the Fund’s operating expenses in the amount of such excess.  An equivalent reduction will apply to the other share classes of the Fund.

We authorize the Fund and the administrator to reduce our monthly management fees or reimburse the monthly expenses of the appropriate Classes of the Fund to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below.  We authorize the Fund and its administrator to request funds from us as necessary to implement the limitations stated in this Section (1).  We will pay to the Fund or Classes any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.

(2)         The expense caps set forth in this Agreement are effective for a one-year period from _________, 2009 through _________, 2010.

(3)         The foregoing expense limitations supersede any prior agreement regarding expense limitations.  Each expense limitation is an annual, not monthly, expense limitation, and is based on the fiscal years of the Funds.  Consequently, if the amount of expenses accrued during a month is less than an expense limitation, the following shall apply: (i) we shall be reimbursed by the respective Fund(s) or Class(es) in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the year; and (ii) to the extent reimbursements are not made pursuant to Sub-Section 3(i), the Fund(s) and/or Classes shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the year. We shall be entitled to recoupment from a Fund or Class of any fee waivers or expense reimbursements pursuant to this arrangement consistent with the method set forth in Section (4) below, if such action does not cause the Fund or Class to exceed existing expense limitations, and the reimbursement is made in the one-year term of this Agreement during which we incurred the expense.
 
 
 

 
 
(4)         Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of the Fund in accordance with the terms of the Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”).  To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Funds based on net asset value, regardless of Class.

This Agreement shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend.  In the event of any conflict between any other term of this Agreement and this Section (4), this Section (4) shall control.


*           *           *

NEW YORK LIFE INVESTMENT MANAGEMENT LLC


By:  _______________________________




ACKNOWLEDGED:

[NAME OF FUND]


By:  _______________________________


  231431/v3

 
 

 



MAINSTAY FUNDS TRUST

FORM OF SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the […] day of […], 2009 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and [……], (the “Subadvisor”).

WHEREAS, the MainStay Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into an Amended and Restated Management Agreement dated […..], 2009 with the Trust, on behalf of its series, as amended (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of the Trust and manage such portion of the Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1.            Appointment.   The Manager hereby appoints [      ] to act as Subadvisor to the series designated on Schedule A of this Agreement (the “Series”) with respect to all or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (“Allocated Assets”) subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement.  The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

 
 

 
 
In the event the Trust designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing.  If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2.            Portfolio Management Duties.   Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio.  The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series.  The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager.  The Subadvisor further agrees as follows:

(a)           The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective.

(b)           The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Trust’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c)           On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients, subject to review by the Manager and the Board.  The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust.
 
 
2

 

(d)           In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series.  With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent.

(e)           The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f)           The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws.  The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(g)           The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees and the Manager may reasonably request.

(h)           In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement.  The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust’s Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the extent required by the 1940 Act.  The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets:
 
 
3

 

(i)           been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii)           been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii)           been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i)           The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series.  Such documentation may relate to investments to be made or sold, currently held or previously held.  The authority shall include, without limitation:  (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.  Manager represents that the Allocated Assets or Series can settle such private placements.

3.            Compensation.   For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as full compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A.  Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Manager.  Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.

4.            Broker-Dealer Selection.   The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates.  The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the following:  price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities.  Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion.  To the extent consistent with these standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Subadvisor if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor.  Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.
 
 
4

 

5.            Disclosure about Subadvisor.   The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor or information relating directly or indirectly to the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.  The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6.            Expenses.   During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement.  The Manager or the Trust shall be responsible for all the expenses of the Trust’s operations, including, but not limited to:

(a)           the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust;
 
 
5

 
 
(b)           the fees and expenses of each Series which relate to:  (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Manager; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Trustees of the Trust; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;
 
(c)           the fees and expenses of the Trust’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d)           the charges and expenses of legal counsel and independent accountants for the Trust;

(e)           brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Series;

(f)           all taxes and business fees payable by the Trust or the Series to federal, state or other governmental agencies;

(g)           the fees of any trade association of which the Trust may be a member;

(h)           the cost of share certificates representing the Series’ shares;

(i)           the fees and expenses involved in registering and maintaining registrations of the Trust and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j)           allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k)           litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(l)           any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7.            Compliance.

(a)           The Subadvisor agrees to assist the Manager and the Trust in complying with the Trust’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to:  (i) periodically providing the Trust’s Chief Compliance Officer with information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time.  The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board’ approval of the Subadvisor’s Compliance Program.
 
 
6

 
 
(b)           The Subadvisor agrees that it shall immediately notify the Manager and the Trust’s Chief Compliance Officer:  (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.  The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor respecting or relating to the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in any material respect.

(c)           The Manager agrees that it shall immediately notify the Subadvisor:  (i) in the event that the SEC has censured the Manager or the Trust, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8.            Documents.   The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a)           Declaration of Trust of the Trust, as amended from time to time, as filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b)           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);
 
 
7

 

(c)           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d)           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

(e)           Notification of Registration of the Trust under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto; and

(f)           Prospectus and Statement of Additional Information of the Series.

9.            Books and Records.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10.            Cooperation.   Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust.

11.            Representations Respecting Subadvisor.   The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor.  The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12.            Confidentiality.   The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders.  The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder.  Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities.
 
 
8

 

13.            Control.   Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14.            Liability.   Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.

Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15.            Indemnification.

(a)           The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of the Trust or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Trust or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
 
 
9

 

(b)           Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) may be based upon a failure to comply with Section 2, Paragraph (a) of this Agreement; or (iii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus covering the shares of the Trust or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust or any affiliated person of the Manager or Trust by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c)           The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Subadvisor Indemnified Person.  If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person.  The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.
 
 
10

 
 
(d)           The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person.  If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person.  The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16.            Services Not Exclusive.   The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
 
 
11

 

17.            Duration and Termination.   This Agreement shall become effective on the date first indicated above.  Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to the Series, provided that such continuance is specifically approved each year by:  (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.  Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding:  (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.  Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder:  (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust.  In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason.  In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 8, 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18.            Amendments.   No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of:  (i) the holders of a majority of the outstanding voting securities of the Series; and (ii) the Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
 
 
12

 

19.            Use of Name.

(a)           It is understood that the name MainStay, Eclipse or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Trust and/or the Series.  Upon termination of the Management Agreement between the Trust and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b)           It is understood that the name […..] or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trust and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust or sales materials with respect to the Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trust and/or the Series.  Upon termination of this Agreement, the Trust shall forthwith cease to use such name (or derivative or logo).

20.            Proxies; Class Actions.

(a)           The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust.  Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations.  The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

(b)           Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series.  Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.  The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series.

21.            Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at [………………….], Attention: Chairman.
 
 
13

 
 
22.            Miscellaneous.

(a)           This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.  The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b)           The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c)           To the extent permitted under Section 16 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d)           If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

(e)           Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

*           *           *


 
14

 


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the [….] day of [….], 2009.  This Agreement may be signed in counterparts.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 

[Name of Subadvisor]

Attest:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 

 
15

 

SCHEDULE A


As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

FUND
ANNUAL RATE
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund
 
 
Fees to be inserted upon Board approval
 


The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.
 
 
A-1

 

FORM OF
 
DISTRIBUTION AGREEMENT
 
AGREEMENT made as of this [DATE], between the MainStay Funds Trust, a Delaware business trust (the “Trust”), and NYLIFE DISTRIBUTORS LLC, a Limited Liability company (the “Distributor”).

W I T N E S S E T H:

WHEREAS, the Trust is registered under the Investment Trust Act of 1940, as amended (the “1940 Act”), as an open-end management investment Trust and it is in the interest of the Trust to offer its shares of common stock (the “Shares”) for sale continuously;

WHEREAS, the Shares of the Trust are divided into separate series (the “Funds”), each of which has been established pursuant to a written instrument executed by the Trustees of the Trust, and the Trustees may from time to time terminate such Funds or establish and terminate additional Funds; and

WHEREAS, the Trust and the Distributor wish to enter into an agreement with each other with respect to the continuous offering of the Trust’s Shares, to commence after the effectiveness of its initial registration statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

NOW, THEREFORE, the parties agree as follows:

Section 1. Appointment of the Distributor.

The Trust hereby appoints the Distributor its exclusive agent to sell and to arrange for the sale of the Shares of the Trust, including both issued and treasury shares, on the terms and for the period set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to act hereunder.

Section 2. Services and Duties of the Distributor.

(a) The Distributor agrees to sell, as agent for the Trust, from time to time during the term of this Agreement, the Shares (whether unissued or treasury shares, in the Trust’s sole discretion) upon the terms described in the Funds’ prospectus or prospectuses. As used in this Agreement, the term “Prospectus” shall mean the Funds’ prospectus or prospectuses and the statement of additional information included as part of the Trust’s Registration Statement, as such prospectus, prospectuses and statement of additional information may be amended or supplemented from time to time, and the term “Registration Statement” shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission and effective under the 1933 Act and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect.
 
 
1

 
 
(b) Upon commencement of the Trust’s operations, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will accept such orders on behalf of the Trust as of the time of receipt of such orders and will transmit such orders as are so accepted to the Trust’s transfer and dividend disbursing agent as promptly as practicable. Purchase orders shall be deemed effective at the times and in the manner set forth in the Prospectus.

(c) The Distributor in its discretion may purchase from the Trust as principal and may sell Shares to such registered and qualified retail dealers as it may select. In making agreements with such dealers, the Distributor shall act only as principal and not as agent for the Trust.

(d) The offering price of the Shares shall be the price per share (the “Offering Price”) specified and determined as provided in the Prospectus. The Trust shall furnish the Distributor, with all possible promptness, an advice of each computation of net asset value.

(e) The Distributor shall not be obligated to sell any certain number of Shares and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.

(f) The Distributor is authorized on behalf of the Trust to purchase Shares presented to it by dealers at the price determined in accordance with, and in the manner set forth in, the Prospectus.

Section 3. Duties of the Trust.

(a) The Trust agrees to sell Shares so long as it has Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Trustees or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, or cause the Trust’s transfer and dividend disbursing agent (or such other agent as designated by the Trust) to issue confirmations evidencing, such Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Trust of payment therefor at the net asset value thereof and written request of the Distributor therefor.

(b) The Trust shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Trust, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared by the Trust and audited by its independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Trust’s Shares and in the performance of the Distributor under this Agreement.

(c) The Trust shall take, from time to time, all such steps, including payment of the related filing fee, as may be necessary to register the Shares under the 1933 Act and to make available for sale such number of Shares as the Distributor may be expected to sell. The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.
 
 
2

 

 
(d) The Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of its Shares for sale under the securities laws of such states as the Distributor and the Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Trust as a broker or dealer in such states; provided that the Trust shall not be required to amend its Articles of Incorporation or By-laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Trust in connection with such qualifications.

Section 4. Expenses.

(a) The Trust shall bear all costs and expenses of the continuous offering of its Shares in connection with: (i) fees and disbursements of its counsel and independent accountants, (ii) the preparation, filing and printing of any Registration Statements and/or Prospectuses required by and under the federal securities laws, (iii) the preparation and mailing of annual and interim reports, Prospectuses and proxy materials to shareholders, (iv) the qualifications of the Shares for sale and of the Trust pursuant to Section 3(d) hereof and the cost and expenses payable to each such state for continuing qualification therein, and (v) any expenses assumed by the Funds pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

(b) The Distributor shall bear: (i) the costs and expenses of preparing, printing and distributing any materials not prepared by the Trust and other materials used by the Trust in connection with its offering of Shares for sale to the public, including the additional cost of printing copies of the Prospectus and of annual and interim reports to shareholders, other than copies thereof required for distribution to existing shareholders or for filing with any federal securities authorities, (ii) any expenses of advertising incurred by the Distributor in connection with such offering, and (iii) the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification.

Section 5. Fees .

Except to the extent set forth in Section 4, the Distributor will render all services hereunder without compensation or reimbursement.
 
Section 6. Indemnification .

The Trust agrees to indemnify, defend and hold the Distributor, its officers and trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers, trustees or any such controlling person may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Trust for use in the Registration Statement or Prospectus; provided, however, that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or director of the Trust or who controls the Trust within the meaning of Section 15 of the 1933 Act, shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; and further provided, that in no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Trust or to its security holders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement. The Trust’s agreement to indemnify the Distributor, its officers and trustees and any such controlling person as aforesaid is expressly conditioned upon the Trust’s being promptly notified of any action brought against the Distributor, its officers or trustees, or any such controlling person, such notification to be given by letter or telegram addressed to the Trust at its principal business office. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issue and sale of the Shares of any Fund.
 
 
3

 

 
The Distributor agrees to indemnify, defend and hold the Trust, its officers and trustees and any person who controls the Trust, if any, within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its trustees or officers or any such controlling person may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its trustees or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust for use in the Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. The Distributor’s agreement to indemnify the Trust, its trustees and officers, and any such controlling person as aforesaid is expressly conditioned upon the, Distributor’s being promptly notified of any action brought against the Trust, its officers or trustees or any such controlling person, such notification being given to the Distributor at its principal business office.
 
 
4

 

 
Section 7. Compliance with Securities Laws.

The Trust represents that it is registered as an open-end management investment Trust under the 1940 Act, and agrees that it will comply with all of the provisions of the 1940 Act and of the rules and regulations thereunder. The Trust and the Distributor each agree to comply with all of the applicable terms and provisions of the 1940 Act, the 1933 Act and, subject to the provisions of Section 3(d) hereof, all applicable state “Blue Sky” laws, including but not limited to the broker-dealer registration requirements. The Distributor agrees to comply with all of the applicable terms and provisions of the Securities Exchange Act of 1934, as amended, including but not limited to the broker-dealer registration requirements.

Section 8. Term of Agreement; Termination.

This Agreement shall commence on the date first set forth above. This Agreement shall continue in effect for a period more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.

This Agreement shall terminate automatically in the event of its assignment (as defined by the 1940 Act). In addition, this Agreement may be terminated with respect to the Trust or a Fund by vote of a majority of the Trust’s Trustees who are not “interested persons” (as defined in the 1940 Act), or with respect to the Trust or a Fund by vote of a majority of the outstanding voting securities of the Trust or the Fund, as the case may be, or by the Distributor, without penalty, upon sixty days’ written notice.

Section 9. Notices.

Any notice required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Distributor at 51 Madison Avenue, New York, N.Y. 10010, Attention: Secretary; or (2) to the Trust at 51 Madison Avenue, New York, N.Y. 10010, Attention: President.

Section 10. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

Section 11. Use of Name.

It is understood that the name “New York Life” or any derivative thereof or logo associated with that name is the valuable property of New York Life Insurance Company and its affiliates, and that the Trust has the right to use such name or derivative or logo only with the approval of New York Life Insurance Company. Upon notification by New York Life Insurance Trust to cease to use such name, the Trust (to the extent that it lawfully can) will cease to use such name or any other name indicating that the Trust is advised or administered by or otherwise connected with New York Life Insurance Company or any organization which shall have succeeded to its business.

*           *           *

 
5

 
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


MAINSTAY FUNDS TRUST
 
By: ________________________

Name: ______________________  

Title: _______________________



NYLIFE DISTRIBUTORS LLC
 
By: ________________________

Name: ______________________  

Title: _______________________
 
 
 
6

 
 
SOLICITING DEALER AGREEMENT
 
NYLIFE DISTRIBUTORS LLC
NYLIM Center
169 Lackawanna Avenue
Parsippany, New Jersey 07054
Ladies and Gentlemen:
 
We are the principal underwriter of the open-end investment companies sponsored, advised or administered by any affiliate of New York Life Investment Management LLC (“NYLIM,” or series thereof, the “NYLIM Funds”) and/or we have agreements with the principal underwriters of certain other open-end investment companies (or series thereof, the “Other Funds” and, together with the NYLIM Funds, the “Funds”) as referenced on the attached “Fund Schedule.”  We hereby offer to sell shares of the Funds (collectively the “Shares”) to you upon the following terms and conditions:
 
1.
The terms of the offering of the Shares are more fully described in the current prospectus and statement of additional information for each Fund (together, the “Prospectus”), receipt of which you hereby acknowledge.  You agree to abide by the terms of the Prospectus, and to the extent that the Prospectus contains provisions that are inconsistent with the terms of this Agreement the terms of the Prospectus shall be controlling.
 
2.
You hereby represent, warrant and covenant that you are, and shall remain, duly and validly organized, validly existing and in good standing under the laws of the state in which you are organized, with full and proper power and authority to enter into and perform the terms of this Agreement.  You further covenant that the person signing on your behalf is properly authorized to execute this Agreement and that this Agreement constitutes a valid and binding contract between you and us, enforceable in accordance with its terms.
 
3.
You represent and confirm that you and your registered principals are not presently the subject of an action by any governmental, regulatory or judicial authority and agree to promptly notify us in the event of any such action.  You also represent and warrant that for sales of Shares to the public you and your agents and employees are and will remain duly registered and licensed to offer and sell Shares in those jurisdictions in which you do so.  You will not offer the Funds for sale in any state or other jurisdiction where they are not qualified for sale or exempt from qualification under the laws and regulations of such state or other jurisdiction.  You further covenant that you will promptly notify us of any change in your or your agents’ or employees’ registered or licensed status in any jurisdiction in which you or your agents or employees have been offering or selling Shares.
 
4.
You represent, warrant and covenant that you are registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or that you are exempt from such registration, and that you are a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or that you are exempt from FINRA membership.  You agree that you will immediately advise us of any termination or suspension of your broker-dealer registration or FINRA membership or your exemption therefrom.
 
5.
(a) You agree to abide by the FINRA’s Conduct Rules, as well as all applicable state and federal laws and rules and regulations of authorized regulatory agencies thereunder, including all compensation disclosure obligations imposed on you pursuant to FINRA Rule 2830 and Rule 10b-10 under the Exchange Act.  You agree not to offer or sell any Shares except under circumstances that will result in compliance with such laws, rules and regulations, including a review by you of the product’s suitability for the customer, including the suitability of the class of Shares sold, and compliance with any requirements regarding delivery of the Prospectus, periodic reports, proxy solicitation materials and other Fund documents to your customers investing in the relevant Funds.  You specifically agree not to permit any late trading or abusive short-term trading in the Funds and agree to cooperate with the Funds in identifying and restricting market timers.  You agree to make sales of Shares only to purchasers within the United States.
 
1

 
(b) You understand that the Funds are generally offered in more than one class of Shares in accordance with each Fund’s Prospectus.  You agree that you are responsible for determining whether a Fund is suitable for your client and also for determining which class of that Fund’s Shares is suitable for your client.
 
(c) You understand and agree that, pursuant to Rule 12b-1(h) under the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds will not compensate you for any promotion or sale of Shares by directing to you (i) any portfolio securities transactions of the Funds, or (ii) any remuneration received from the Funds’ portfolio transactions effected through any other broker-dealer.
 
6.
You hereby represent that you are a member in good standing of the Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) System of the SCC Division of the National Securities Clearing Corporation (the “NSCC”), authorized to utilize the Fund/SERV service in accordance with the NSCC’s Rules and Regulations.
 
7.
It is understood that nothing in this Agreement shall be construed to establish a joint venture between us or establish either of us as an agent, partner, or employee of the other, nor shall anything in this Agreement be construed to establish you or any Fund or Plan as an agent, partner or employee of the other.  It is understood that you have no authority to act as an agent for us or the Funds, except as limited agent for the purpose of accepting orders from your customers.  You agree that all purchases of Shares from us shall be made only to cover orders already received by you or for your own bona fide investment.  You agree that you will not withhold placing customers’ orders for Shares so as to profit yourself as a result of such withholding.  We are not endorsing, recommending or otherwise involved in any of your investment products involving the Funds, including any Fee-Based Program (as may be defined in the Fund Schedule).
 
8.
You authorize and instruct us, the Funds, and our affiliates to accept, rely upon and carry out instructions received from you or your affiliates with respect to any purchase, redemption, exchange or other matter in connection with your customers’ Fund or Plan accounts.  All orders for purchases of Shares received from you and accepted by us will be at the public offering price applicable to each order, as established by the relevant Prospectus.  All orders for the purchase and exchange of Shares accepted by you prior to the close of the New York Stock Exchange (“NYSE”) (usually 4:00 p.m., Eastern time) must be transmitted prior to the close of the NYSE.  To the extent that you transmit orders after the close of the NYSE for processing at that day’s net asset value, you represent and warrant that any such order will (a) have been placed by your customer prior to the close of the NYSE or (b) be necessary to correct your error in processing a customer trade properly placed prior to the close of the NYSE.  All orders are subject to acceptance by us in our sole discretion, and purchases become effective only upon confirmation.  The procedures relating to the handling of orders shall be subject to instructions which we shall advise you from time to time.  We will not accept from you any conditional orders for the purchase, sale or redemption of Shares, and you agree that prior to execution of an application for a purchase of Shares by a discretionary account, you will obtain (a) the prior written approval of the purchaser, and (b) a record of the date on which this discretion was granted.
 
9.
(a) You agree that you will not purchase, as principal, any Shares from others at a price lower than the redemption price next quoted by us as agent for the Funds following receipt of the request for redemption.  Nothing in this Agreement, however, shall prevent you from selling Shares for the account of a record owner to us or the issuer at the redemption price next quoted by us as agent for the Funds and charging the record owner a fair commission for handling the transaction or reasonable fees to customers participating in a Fee-Based Program.
 
2

 
(b) You agree to provide to the Funds , upon written request (“Request”) by the Funds or their designee, the following information regarding every purchase, redemption, transfer, or exchange of shares held through an account maintained by you during the period covered by the request:  (i) the taxpayer identification number (“TIN”) or social security number, or the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), and account number, if known, of any or all holders of shares (“Shareholder(s)”) of the account; (ii) the gross transaction amount; the trade date and confirm date; (iii) the broker-dealer name, broker-dealer number, branch code, representative name, representative code, or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known); (iv) the transaction type (purchase, redemption, transfer, or exchange); and (v) the Fund name and CUSIP symbol.

(b)(1) Requests must set forth a specific time period, not to exceed 90 days from the date of the request, for which transaction information is sought. We may request transaction information older than 90 days from the date of the request as we deem necessary to investigate compliance with policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.

(b)(2) You agree to provide, promptly upon request of the Funds or their designee, the requested information specified above in Section 9(b). If requested by the Funds or their  designee, you agree to use best efforts to determine promptly whether any specific person about whom you have received the identification and transaction information specified above in Section 9(b) is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Funds or their  designee, promptly either: (i) provide (or arrange to have provided) to the Funds the requested information for Shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing Fund Shares in nominee name on behalf of other persons. In such instance, you agree to inform the Funds whether you plan to perform (i) or (ii).  Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.  To the extent practicable, the format for any transaction information provided to the Funds should be consistent with the National Securities Clearing Corporation Standardized Data Reporting Format.  For purposes of this provision, an “indirect intermediary” has the same meaning as in SEC Rule 22c-2 under the Investment Company Act of 1940, as amended.

(b)(3) You agree to execute written instructions from the Funds or their designee to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Funds or their designee as having engaged in transactions of the Fund’s Shares (directly or indirectly through the your account) that violate policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Funds.
 
10.
(a) In the case of any Fund shares sold with a front-end sales load, customers may be entitled to a reduction in sales load on purchases made from a Fund which utilizes a letter of intent (“Letter of Intent”) in accordance with such Fund’s Prospectus.  In such case, our dealer reallowance will be paid based upon the reduced sales load, but adjustment to a higher dealer reallowance will be made in accordance with the Prospectus of the applicable Fund to reflect the investor’s actual purchases if he should fail to fulfill his Letter of Intent.
 
3

 
(b) Subject to and in accordance with the terms of the Prospectus of each Fund sold with a front-end sales load, a reduced sales load may be applicable with respect to customer accounts through a right of accumulation under which customers are permitted to purchase shares of a Fund at the then current public offering price per share applicable to the total of (i) the dollar amount of shares then being purchased plus (ii) an amount equal to the then current net asset value of the customer’s combined holdings of the shares of such Fund and of any other open-end registered investment companies as may be permitted by the applicable Fund Prospectus.  You agree to calculate the applicable front-end sales load charged in connection with the sale of the Funds’ shares in accordance with those rights of accumulation.  In such case, we agree to furnish to you if orders are made by wire, or to the transfer agent as such term is defined in the Prospectus of each Fund (the “Transfer Agent”) if orders are made by mail, sufficient information to permit your confirmation of qualification for a reduced sales load; acceptance of the purchase order is subject to such confirmation.
 
(c) With respect to Fund shares sold with a front-end sales load, we agree to advise you promptly at your request as to amounts of any and all sales by us qualifying for a reduced sales load.

11.
Payment for Shares ordered from us must be received by us within three business days after our acceptance of your order, or within such shorter time as is prescribed by the applicable Prospectus or federal securities laws.  If payment for the Shares is not so received by us, we reserve the right, without notice, to cancel the sale without any responsibility or liability on our part or on the part of the Funds, at our option, to sell the Shares ordered back to the relevant Fund(s) (in either case we may hold you responsible for any loss, including loss of profit, suffered by us resulting from your failure to make payment as aforesaid, including, if applicable, your failure to make payment in accordance with the NSCC’s Rules and Regulations and any agreements thereunder).
 
12.
You agree that if any Shares sold to you by us under the terms of this Agreement are tendered for redemption within seven business days after the date of confirmation of the original purchase by you, you shall forfeit your right to any compensation received by or allowed to you on the sale of such Shares hereunder.  We agree to notify you of any such redemption within ten business days, and you agree to forthwith refund to us the full discount or other compensation received by or allowed to you.
 
13.
You will be compensated in accordance with the attached “Fund Schedule” which, anything herein to the contrary notwithstanding, is subject to change by us at any time and from time to time, but no such changes shall affect amounts payable to you on orders accepted by us prior to any such changes.  Service Fees or Distribution Fees (as indicated on the Fund Schedule) will be paid quarterly at the applicable annual rate indicated on the Fund Schedule and will be based on the average daily net asset value of your customers’ Shares held during the quarter.  Amounts of less than $25 will not be paid.  In addition, you will not be paid any purchase commissions on purchases resulting from the reinvestment of dividends or distributions or any compensation on purchases of Shares of any money market Fund.
 
14.
Neither you nor any other person, including any person associated with you, is authorized or permitted to give any information nor to make any representations concerning the Shares or the Funds other than those contained in the applicable Prospectus or any advertising material or sales literature supplied or approved by us.  You agree that you will rely solely on the representations contained in the Prospectus and aforementioned advertising material or sales literature when purchasing Shares from us.  Any supplemental sales literature, if distributed, must be preceded or accompanied by the relevant Prospectus currently in effect.  Advertisements and sales literature provided by us that are designated as being for broker-dealer use only may not be disseminated to the public.  You further agree that you will not disseminate or publish any advertising material or sales literature relating to your solicitation of purchases of Shares (a) which has not been approved in writing in advance by us and (b) the form of which has not been submitted to the FINRA.
 
4

 
15.
You will (a) provide us with reasonable access to your offices and representatives and mutual fund and, if applicable, Fee-Based Program sales support personnel and their meetings, including conference calls, national and regional sales conferences and training programs on a regular basis; and (b) include descriptions of the Funds in internal sales materials and any electronic information displays; provided, that you will not disseminate or publish any advertising material or sales literature (including electronic media) relating to your solicitation of purchases of Shares other than in accordance with this Agreement.
 
16.
We agree that additional copies of the Prospectus, periodic reports, proxy solicitation materials, advertising material, sales literature, and application forms for the purchase of Shares and other Fund or Plan documents will be supplied by us to you in reasonable quantities upon request.
 
17.
You agree that the Funds shall have no liability or responsibility to you regarding (a) any printed information furnished by us to you other than the Prospectus, periodic reports and proxy solicitation materials, and (b) qualifying the Shares for sale in the various states.
 
18.
You agree not to use the terms “Eclipse”; “MacKay Shields”; “MainStay”; “ICAP”; “New York Life”; “NYLIFE”; “NYLIM”; or the names of their affiliates, or any combination thereof, or to make any other references to a Fund, its adviser or principal underwriter, or a Plan whether in writing, by radio or television, or through any other advertising media, without our prior written approval.
 
19.
You agree that we shall have full authority to take such action as we may deem advisable in respect to all matters pertaining to the offering of Shares, and we reserve the right, in our discretion, to suspend sales or withdraw the offering of Shares entirely without prior notice to you.  We shall be under no liability to you except for lack of good faith in performing our obligations expressly assumed by us in this Agreement and liabilities under Section 11(f) of the Securities Act of 1933, as amended (the “Securities Act”), and no obligations on our part shall be implied or inferred from this Agreement.
 
20.
(a) You shall reimburse, indemnify and hold harmless us, our directors, officers, employees, agents and affiliates for any direct or indirect liability, loss, actual and compensatory damages, and expense (including reasonable attorneys’ fees and costs) arising directly or indirectly out of: (i) the acts or omissions of you or your registered agents or employees, including the unauthorized use of advertising materials or sales literature, misrepresentations or omissions, unlawful sales practices, failure to supervise or violation of any applicable laws, rules and regulations, including, but not limited to, those of the SEC, FINRA and the NSCC; (ii) any breach of the representations, warranties, conditions or other provisions of this Agreement; (iii) claims by your agents or employees for any type of remuneration or compensation; (iv) the payment of redemption proceeds for your customers’ Shares; (v) any claims in connection with your failure to comply with the forward pricing requirements of Rule 22c-1 under the 1940 Act ; and (vi) any claims in connection with late trading or market timing transactions effected through you on an other than fully-disclosed basis.  This right of indemnification will survive the termination of this Agreement.
 
(b) We shall reimburse, indemnify and hold harmless you, your directors, officers, employees, agents and affiliates for any direct or indirect liability, loss, actual and compensatory damages, and expense (including reasonable attorneys’ fees and costs) arising directly or indirectly out of:  (i) the acts or omissions of us or our registered agents or employees, including violation of any applicable laws, rules and regulations, including, but not limited to, those of the SEC, FINRA and the NSCC; (ii) any breach of the representations, warranties, conditions or other provisions of this Agreement; or (iii) any untrue statement of a material fact contained in any Fund’s registration statement or any offering documents, or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  This right of indemnification will survive the termination of this Agreement.
 
5

 
(c) Each party hereto agrees to notify the other party within a reasonable time of any claims which might involve liability on the part of the other party.
 
21.
The Fund Schedule is incorporated by reference into and made a part of this Agreement.  We agree that this Agreement shall be governed by and construed in accordance with the laws of the state of New York and that all disputes among the parties to this Agreement shall be submitted to arbitration in accordance with the FINRA’s Code of Arbitration Procedure or successor thereto in effect at the time.  If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
 
22.
You and we agree that during the term of this Agreement a party to this Agreement (“Receiving Party”) may receive or have been given access to certain confidential or proprietary information and/or intellectual property or may have or be given access to such information and/or property of the other party (“Disclosing Party”) (collectively, “Confidential Information”).  Confidential Information shall mean any and all information, in whatever form or media, including without limitation business and marketing plans, financial records and customer information, unless such information is or becomes publicly available.  Receiving Party will not use Confidential Information other than for the purposes of this Agreement and agrees that it will not, without prior written consent of Disclosing Party, disclose Confidential Information to any party other than its employees, directors and officers as necessary to perform this Agreement.  Receiving Party shall use best efforts to secure Confidential Information to maintain its confidentiality and integrity and shall cause its employees, officers and directors to whom Confidential Information is disclosed to be informed of and agree to be bound by this provision and any privacy and security guidelines provided by Disclosing Party.  If Receiving Party is requested by a court, administrative agency or governmental body to disclose Confidential Information, Receiving Party will promptly notify Disclosing Party in writing (unless Receiving Party reasonably believes that notification is prohibited by the request) so that Disclosing Party may seek an appropriate protective order or waive in writing Receiving Party’s compliance with the provisions of this Agreement.  Receiving Party understands and acknowledges that Disclosing Party may sustain irreparable harm as a result of disclosure of Confidential Information.  Accordingly, in the event of a breach or threatened breach of this provision, Disclosing Party shall be entitled to preliminary and permanent injunctive relief to preserve its rights hereunder, in addition to any other available action or remedy.  Each party or its duly authorized agent will have the right under this Agreement to perform on-site audits of records, accounts and procedures directly pertaining to this Agreement at such party’s facilities in accordance with reasonable procedures and at reasonable frequencies.  Upon the earlier of (a) a request of Disclosing Party or (b) the termination of this Agreement, Receiving Party will return all Confidential Information disclosed to it, in whatever form or media, retaining no copies other than as necessary for it to comply with applicable law.
 
23.
Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “Act”), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the services set forth in this Agreement.  Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
 
6

 
24.
This Agreement may only be amended or waived by a writing signed by both parties.  Notwithstanding the foregoing, we reserve the right to amend this Agreement and the Fund Schedule at any time, and you agree that your submission of an order to purchase Shares after written notice of any such amendment has been sent to you shall constitute your agreement to such amendment.  This Agreement shall not be assigned by you without our written consent.
 
25.
Notices to be given shall be addressed as follows, unless the party to whom notice is to be given has specified an alternative means of notification:  (a) if to us, to the address specified above, Attention: President, with a copy to Marguerite Morrison, Esq. at the same address; and (b) if to you, to the address filled in by you below.
 
26.
Notwithstanding Section 28 below, you agree that if your compensation pursuant to this Agreement is subject (as indicated on the Fund Schedule) to a plan adopted pursuant to Rule 12b-1 (the “Rule 12b-1 Plan”) under the 1940 Act, that this Agreement: (a) will only renew each year so long as such renewal is approved by a vote of the governing board of each Fund (including a majority of the “non-interested” board members (as defined in the 1940 Act) who have no direct or indirect financial interest in the operation of the Rule 12b-1 Plan or this Agreement (“Independent Board Members”), (b) may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Board Members, (c) may be terminated by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on not more than 60 days’ written notice, and (d) will automatically terminate upon its assignment.  Furthermore, you understand that the Funds’ governing boards will review, at least quarterly, a written report of the amounts expended pursuant to this Agreement and the purposes for which such expenditures were made.  In connection with such reviews, you will furnish such information as we or they may reasonably request.
 
27.
You represent and warrant that you have adopted and implemented anti-money laundering policies, procedures and controls that comply and will continue to comply in all respects with the requirements of applicable United States anti-money laundering laws and regulations and those in your home country jurisdiction.  You will at all times during your relationship with us strictly adhere to your anti-money laundering policies, procedures and controls.  You agree to cooperate with us to satisfy our anti-money laundering due diligence policies, which may include annual anti-money laundering compliance certifications, periodic anti-money laundering due diligence reviews and/or other requests deemed necessary to ensure your compliance with the anti-money laundering laws and regulations.
 
28.
The terms of this Agreement shall continue in force until terminated by a party upon 30 days’ written notice to the other party.  Notwithstanding the foregoing, we shall have the right to terminate this Agreement, without prior notice to you, if:
 
 
(a)
you or any of your registered principals become the subject of any investigation or disciplinary action by any governmental, regulatory or judicial authority that has resulted, or for which it appears reasonably likely will result, in the loss or suspension of any registration, membership or license referred to in this Agreement;
 
7

 
 
(b)
your ability to perform your obligations under this Agreement have become or are reasonably likely to become impaired; or
 
 
(c)
you otherwise breach any of the representations and warranties set forth in this Agreement. Upon termination of this Agreement, all authorizations, rights and obligations shall cease except those contained in Sections 11, 18, 19, 20, and 22.
 

 
NYLIFE DISTRIBUTORS LLC
   
   
 
By:
 
     
     
   
Title
     
   
Date
   
 
ACCEPTED:
   
   
 
Firm Name
   
   
 
Address
   
   
   
 
By:
 
   
Title
     
 
Date
 
8

 
FUND SCHEDULE

The terms of this Agreement shall apply to the available series and classes of open-end investment companies sponsored, advised or administered by New York Life Investment Management LLC for which NYLIFE Distributors LLC serves as principal underwriter. Compensation for the sale and/or servicing of such shares shall be in accordance with the terms of the current prospectus and the following table:

Class
Dealer Reallowance on Purchases 1
Distribution and/or Service (Rule 12b-1 Plan) Fees
Finder’s Fee on Initial Purchases of $1,000,000 or more
Investor Class
As provided in current prospectus/statement of additional information
0.25% per annum 2
N/A
A
As provided in current prospectus/statement of additional information
0.25% per annum 2
1.00% on portion of sale from $1,000,000 to $2,999,999
0.50% on portion of sale from $3,000,000 to $4,999,999
0.40% on portion of sale of $5,000,000 or more.
 
Except for the S&P 500 Index Fund, Indexed Bond Fund, and Short Term Bond Fund, which pay as follows:
 
0.50% on portion of sale from $1,000,000 to $2,999,999
0.25% on portion of sale from $3,000,000 to $4,999,999
0.20% on portion of sale of $5,000,000 or more
B
4.00% of offering price
0.25% per annum 2
 
N/A
C
1.00% of offering price
1.00% * per annum 2
N/A
I
N/A
N/A
As provided in current prospectus/statement of additional information
R1**
N/A
N/A
N/A
R2**
N/A
0.25% per annum
N/A
R3**
N/A
0.50% per annum
N/A

Notwithstanding the foregoing, for sales through Fee-Based Programs:
 
·
You will sell Class I shares or Class A shares of the Funds at net asset value (without a sales charge) in a fee-based program made available to your customers (the “Fee-Based Program”).
 
·
If Class A shares, you will be paid Distribution Fees at a rate of 0.25% per annum, subject to continued effectiveness of the Fund’s Rule 12b-1 Plan.
 
·
No fees will be paid on Class I shares.
 
_________________
1   Initial purchases of less than $1,000,000 or subsequent purchases in an account with a balance less than $1,000,000.
 
2 After commissionable sales are held in a shareholder’s account for one year or more.  Payment is subject to continued effectiveness of the Fund’s Rule 12b-1 Plan.
 
* 0.50% for Tax-Free Bond Fund Class C.
 
**   Under the terms of certain Funds’ shareholder services plans, Class R1, R2 and R3 shares are authorized to pay shareholder service fees to
service providers at the rate of 0.10% per annum.  Such fees are for services that are in addition to any services that may be provided under the
Class R2 and R3 Rule 12b-1 Plans.
 
9


MASTER CUSTODIAN AGREEMENT
 
AGREEMENT made as of the 30th day of June, 2005, between each Fund listed on Appendix A (each a Fund and collectively “the Funds”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

Each Fund, an open-end management investment company on behalf of its respective portfolios/series listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Portfolio” and collectively, the “Portfolios”), desires to place and maintain all of its portfolio securities and cash in the custody of the Bank. The Bank meets the qualifications required by Section 17(f)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”), to act as custodian of the portfolio securities and cash of each Fund, and has indicated its willingness to so act, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:

1.   Bank Appointed Custodian .  Each Fund hereby appoints the Bank as custodian of its portfolio securities and cash delivered to the Bank as hereinafter described and the Bank agrees to act as such upon the terms and conditions hereinafter set forth.  For the services rendered pursuant to this Agreement, each Fund agrees to pay to the Bank fees as may be agreed to from time to time in writing between the parties.

2.   Definitions .  Whenever used herein, the terms listed below will have the following meaning:

2.1   Authorized Person .  Authorized Person will mean any of the persons duly authorized to give Proper Instructions or otherwise act on behalf of the Fund by appropriate resolution of its Board, and set forth in a certificate as required by Section 4 hereof.

2.2   Board .  Board will mean the Board of Directors or the Board of Trustees of each Fund, as the case may be.

2.3   Security .  The term security as used herein will have the same meaning assigned to such term in the 1940 Act, including, without limitation, any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

2.4   Portfolio Security .  Portfolio Security will mean any security owned by a Fund.

2.5   Officers’ Certificate .  Officers’ Certificate will mean, unless otherwise indicated, any request, direction, instruction, or certification in writing signed by any two Authorized Persons of a Fund.
 


2.6   Book-Entry System .  Book-Entry System shall mean the Federal Reserve-Treasury Department Book Entry System for United States government, instrumentality and agency securities operated by the Federal Reserve Bank, its successor or successors and its nominee or nominees.

2.7   Depository .  Depository shall mean The Depository Trust Company (“DTC”), a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), its successor or successors and its nominee or nominees. The term “Depository” shall further mean and include any other person authorized to act as a depository under the 1940 Act, its successor or successors and its nominee or nominees, specifically identified in a certified copy of a resolution of the Board.

2.8   Proper Instructions .  Unless otherwise provided in this agreement, the Bank shall act only upon Proper Instructions.  Proper Instructions shall mean (i) instructions regarding the purchase or sale of Portfolio Securities, and payments and deliveries in connection therewith, given by an Authorized Person, such instructions to be given in such form and manner as the Bank and a Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed by an Authorized Person.  Oral instructions will be considered Proper Instructions if the Bank reasonably believes them to have been given by an Authorized Person. Each Fund shall cause all oral instructions to be promptly confirmed in writing by an Authorized Person. The Bank shall act upon and comply with any subsequent Proper Instruction which modifies a prior instruction and the sole obligation of the Bank with respect to any follow-up or confirming instruction shall be to make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report such discrepancy to the Authorized Persons of the Fund. Each Fund shall be responsible, at the Fund’s expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. Upon receipt by the Bank of an Officers’ Certificate as to the authorization by the Board accompanied by a detailed description of procedures approved by a Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provided that the Board and the Bank agree in writing that such procedures afford adequate safeguards for the Fund’s assets.

3.1   Separate Accounts .  Since each Fund has more than one Portfolio, the Bank will segregate the assets of each Portfolio to which this Agreement relates into a separate account for each such Portfolio containing the assets of such Portfolio (and all investment earnings thereon).  Unless the context otherwise requires, any reference in this Agreement to any actions to be taken by a Fund shall be deemed to refer to the Fund acting on behalf of one or more of its Portfolios. Any reference in this Agreement to any assets of the Fund, including, without limitation, any portfolio securities and cash and earnings thereon, shall be deemed to refer only to assets of the applicable Portfolio, any duty or obligation of the Bank hereunder to the Fund shall be deemed to refer to duties and obligations with respect to such individual Portfolio and any obligation or liability of the Fund hereunder shall be binding only with respect to such individual Portfolio, and shall be discharged only out of the assets of such Portfolio.

3.2   Reports .  The Bank shall make available to each Fund each business day as soon as practicable, typically by 7:00 p.m. EST, all transaction activity posted on each separate account of the Funds for their respective Portfolios, either hereunder or with any sub-custodian appointed in accordance with this Agreement during said day, together with historical transaction activity for such Fund.  At least monthly and from time to time, the Bank will furnish each Fund with a detailed statement, on a per Portfolio basis, of the Securities and moneys held by the Bank for the Fund.

2


4.   Certification as to Authorized Persons .  The Secretary or Assistant Secretary of each Fund will at all times maintain on file with the Bank his or her certification to the Bank, in such form as may be acceptable to the Bank, of (i) the names and signatures of the Authorized Persons and (ii) the names of the members of the Board, it being understood that upon the occurrence of any change in the information set forth in the most recent certification on file (including without limitation any person named in the most recent certification who is no longer an Authorized Person as designated therein), the Secretary or Assistant Secretary of the Fund will sign a new or amended certification setting forth the change and the new, additional or omitted names or signatures. The Bank will be entitled to rely and act upon any Officers’ Certificate given to it by the Fund which has been signed by Authorized Persons named in the most recent certification received by the Bank.

5.1   Custody of Cash .  As custodian for the Funds, the Bank will open and maintain a separate account or accounts in the name of each Fund and each Portfolio thereof or in the name of the Bank, as Custodian of the Fund, and will deposit to the account of the Fund all of the cash of the Fund, except for cash held by a subcustodian appointed pursuant to Sections 13.2 or 13.3 hereof, including borrowed funds, delivered to the Bank, subject only to draft or order by the Bank acting pursuant to the terms of this Agreement.  Pursuant to the Bank’s internal policies regarding the management of cash accounts, the Bank may segregate certain portions of the cash of the Fund into a separate savings deposit account upon which the Bank reserves the right to require seven (7) days notice prior to withdrawal of cash from such an account.  Upon receipt by the Bank of Proper Instructions (which may be continuing instructions) or in the case of payments for redemptions and repurchases of outstanding shares of common stock of a Fund, notification from the Fund’s transfer agent as provided in Section 7, requesting such payment, designating the payee or the account or accounts to which the Bank will release funds for deposit, and stating that it is for a purpose permitted under the terms of this Section 5, specifying the applicable subsection, the Bank will make payments of cash held for the accounts of the Fund, insofar as funds are available for that purpose, only as permitted in subsections (a) through (g) below.

(a)   Purchase of Securities .  Upon the purchase of securities for a Fund, against contemporaneous receipt of such securities by the Bank or against delivery of such securities to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs registered in the name of the Fund or a nominee of the Fund or in the name of, or properly endorsed and in form for transfer to, the Bank, or a nominee of the Bank, or receipt for the account of the Bank pursuant to the provisions of Section 6 below, each such payment to be made at the purchase price shown on a broker’s confirmation (or transaction report in the case of Book Entry Paper (as that term is defined in Section 6.6 hereof)) of purchase of the securities received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made;

(b)   Redemptions .  In such amount as may be necessary for the repurchase or redemption of common shares of each Fund offered for repurchase or redemption in accordance with Section 7 of this Agreement;

(c)   Distributions and Expenses of Fund .  For the payment on the account of a Fund of dividends or other distributions to shareholders as may from time to time be declared by the Board, interest, taxes, management or supervisory fees, distribution fees, fees of the Bank for its services hereunder and reimbursement of the expenses and liabilities of the Bank, fees of any transfer agent, fees for legal, accounting, and auditing services, or other operating expenses of the Fund;
 
3


(d)   Payment in Respect of Securities .  For payments in connection with the conversion, exchange or surrender of Portfolio Securities or securities subscribed to by a Fund held by or to be delivered to the Bank;

(e)   Repayment of Loans .  To repay loans of money made to the Fund, but in the case of final payment, only upon redelivery to the Bank of any Portfolio Securities pledged or hypothecated therefor and upon surrender of documents evidencing the loan;

(f)   Repayment of Cash .  To repay the cash delivered to a Fund for the purpose of collateralizing the obligation to return to the Fund certificates borrowed from the Fund representing Portfolio Securities, but only upon redelivery to the Bank of such borrowed certificates;

(g)   Foreign Exchange Transactions .

(i)             For payments in connection with foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery (collectively, “Foreign Exchange Agreements”) which may be entered into by the Bank on behalf of a Fund upon the receipt of Proper Instructions, such Proper Instructions to specify the currency broker or banking institution (which may be the Bank, or any other subcustodian or agent hereunder, acting as principal) with which the contract or option is made, and the Bank shall have no duty with respect to the selection of such currency brokers or banking institutions with which the Fund deals or for their failure to comply with the terms of any contract or option.

(ii)             In order to secure any payments in connection with Foreign Exchange Agreements which may be entered into by the Bank pursuant to Proper Instructions, each Fund agrees that the Bank shall have a continuing lien and security interest, to the extent of any payment due under any Foreign Exchange Agreement with respect to a Portfolio, in and to any property at any time held by the Bank for the Portfolio’s benefit or in which the Portfolio has an interest and which is then in the Bank’s possession or control (or in the possession or control of any third party acting on the Bank’s behalf).  Such payment liability and the concomitant liens and security interests are not permitted to exceed a value equal to 33⅓% of a Portfolio’s total assets.  Each Fund authorizes the Bank, in the Bank’s sole discretion, at any time to charge any such payment due under any Foreign Exchange Agreement against any balance of account standing to the credit of the Fund on the Bank’s books;

(h)   Other Authorized Payments .  For other authorized transactions of a Fund, or other obligations of a Fund incurred for proper Fund purposes; provided that before making any such payment the Bank will also receive a certified copy of a resolution of the Board signed by an Authorized Person (other than the Person certifying such resolution) and certified by its Secretary or Assistant Secretary, naming the person or persons to whom such payment is to be made, and either describing the transaction for which payment is to be made and declaring it to be an authorized transaction of the Fund, or specifying the amount of the obligation for which payment is to be made, setting forth the purpose for which such obligation was incurred and declaring such purpose to be a proper corporate purpose; or

(i)   Termination.   Upon the termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 15 of this Agreement.

5.2   Pledge or Encumbrance of Securities or Cash .  Except as provided in this Agreement, the Bank may not pledge, assign, hypothecate or otherwise encumber securities or cash of the Fund held in the Fund’s account without the Fund’s prior written consent.
 
4


6.   Securities .

6.1   Segregation and Registration .  Except as otherwise provided herein, and except for securities to be delivered to any subcustodian appointed pursuant to Sections 13.2 or 13.3 hereof, the Bank as custodian will receive and hold pursuant to the provisions hereof, in a separate account or accounts and physically segregated at all times from those of other persons, any and all Portfolio Securities which may now or hereafter be delivered to it by or for the account of a Fund or in the name of its nominee. All such Portfolio Securities will be held or disposed of by the Bank for, and subject at all times to, the instructions of the Fund pursuant to the terms of this Agreement.  Subject to the specific provisions herein relating to Portfolio Securities that are not physically held by the Bank, the Bank will register all Portfolio Securities (unless otherwise directed by Proper Instructions or an Officers’ Certificate), in the name of a registered nominee of the Bank as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder for the benefit of the Fund, and will execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state.

Each Fund will from time to time furnish to the Bank appropriate instruments to enable it to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any Portfolio Securities that may from time to time be registered in the name of the Fund.

6.2   Voting and Proxies .  Neither the Bank nor any nominee of the Bank will vote any of the Portfolio Securities held hereunder, except in accordance with Proper Instructions or an Officers’ Certificate. The Bank will promptly execute and deliver, or cause to be executed and delivered, to the Fund or its agent for purposes of voting proxies all notices, proxies and proxy soliciting materials delivered to the Bank with respect to such Securities, such proxies to be executed by a Fund, its agent or the registered holder of such Securities (if registered otherwise than in the name of the Fund), but without indicating the manner in which such proxies are to be voted.

6.3   Corporate Action and Class Action Notices .  If at any time the Bank is notified that (a) a Fund may be eligible to participate in an class action lawsuit involving any Portfolio Security or (b) an issuer of any Portfolio Security has taken or intends to take a corporate action that affects the rights, privileges, powers, preferences, qualifications or ownership of a Portfolio Security, including without limitation, liquidation, consolidation, merger, recapitalization, reorganization, reclassification, subdivision, combination, stock split or stock dividend (collectively, a “Corporate Action”), which Corporate Action requires an affirmative response or action on the part of the holder of such Portfolio Security (a “Response”), the Bank shall notify the appropriate Fund or its agent for purposes of responding to Corporate Actions promptly of the Corporate Action, the Response required in connection with the Corporate Action and the Bank’s deadline for receipt from the Fund of Proper Instructions regarding the Response (the “Response Deadline”).  The Bank shall forward to the Fund or its agent via telecopier and/or overnight courier all notices, information statements or other materials relating to the Corporate Action promptly after receipt of such materials by the Bank.

(a)           The Bank shall act upon a required Response only after receipt by the Bank of Proper Instructions from the Fund no later than 5:00 p.m. on the date specified as the Response Deadline and only if the Bank (or its agent or subcustodian hereunder) has actual possession of all necessary Securities, consents and other materials no later than 5:00 p.m. on the date specified as the Response Deadline.

(b)           The Bank shall have no duty to act upon a required Response if Proper Instructions relating to such Response and all necessary Securities, consents and other materials are not received by and in the possession of the Bank no later than 5:00 p.m. on the date specified as the Response Deadline.  Notwithstanding, the Bank will use its best efforts to act upon a Response for which Proper Instructions and/or necessary Securities, consents or other materials are received by the Bank after 5:00 p.m. on the date specified as the Response Deadline, it being acknowledged and agreed by the parties that any undertaking by the Bank to use its best efforts in such circumstances shall in no way create any duty upon the Bank to complete such Response prior to its expiration.
 
5


(c)           In the event that the Fund or its agent notifies the Bank of a Corporate Action requiring a Response and the Bank has received no other notice of such Corporate Action, the Response Deadline shall be 48 hours prior to the Response expiration time set by the depository processing such Corporate Action.

(d)           Section 13.3(e) of this Agreement shall govern any Corporate Action involving Foreign Portfolio Securities held by a Selected Foreign Sub-Custodian.

(e)           The Bank provides the ability for Funds to respond to Corporate Actions through electronic means using either (i) the Bank’s InvestCaps function or (ii) appropriate SWIFT messaging.  In the event any Fund or its agent provides a Corporate Action Response other than by the aforementioned electronic means, the Bank shall not be responsible for any delay or failure to process such Response in a timely manner.  In addition, the Bank may assess additional processing fees to cover the cost of manually processing Corporate Actions Responses provided to the Bank other than by the aforementioned electronic means.

6.4   Book-Entry System .

(a)           The Bank may keep Portfolio Securities in the Book-Entry System provided that such Portfolio Securities are represented in an account (“Account”) of the Bank (or its agent) in such System which shall not include any assets of the Bank (or such agent) other than assets held as a fiduciary, custodian, or otherwise for customers;

(b)           The records of the Bank (and any such agent) with respect to a Fund’s participation in the Book-Entry System through the Bank (or any such agent) will identify by book entry the Portfolio Securities which are included with other securities deposited in the Account and shall at all times during the regular business hours of the Bank (or such agent) be open for inspection by duly authorized officers, employees or agents of a Fund. Where securities are transferred to a Fund’s account, the Bank shall also, by book entry or otherwise, identify as belonging to the Fund a quantity of securities in a fungible bulk of securities (i) registered in the name of the Bank or its nominee, or (ii) shown on the Bank’s account on the books of the Federal Reserve Bank;

(c)           The Bank (or its agent) shall pay for securities purchased for the account of the Fund or shall pay cash collateral against the return of Portfolio Securities loaned by a Fund upon (i) receipt of advice from the Book-Entry System that such Securities have been transferred to the Account, and (ii) the making of an entry on the records of the Bank (or its agent) to reflect such payment and transfer for the account of the Fund. The Bank (or its agent) shall transfer securities sold or loaned for the account of the Fund upon

(i)           receipt of advice from the Book-Entry System that payment for securities sold or payment of the initial cash collateral against the delivery of securities loaned by the Fund has been transferred to the Account; and
 
6


(ii)           the making of an entry on the records of the Bank (or its agent) to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Book-Entry System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for each Fund by the Bank and shall be provided to the Fund at its request. The Bank shall send the Fund a confirmation, as defined by Rule 17f-4 under the 1940 Act, of any transfers to or from the account of the Fund;

(d)           The Bank will promptly provide each Fund with any report obtained by the Bank or its agent on the Book-Entry System’s accounting system and its internal accounting control and procedures for safeguarding securities deposited in the Book-Entry System;

(e)           Anything to the contrary notwithstanding, the Bank shall be liable to a Fund for any loss or damage to the Fund to the extent resulting from any negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any of its agents or any of its or their employees in connection with its or their use of the Book-Entry System.

6.5   Use of a Depository .

(a)           The Bank may use a Depository to hold, receive, exchange, release, lend, deliver and otherwise deal with Portfolio Securities including stock dividends, rights and other items of like nature, and to receive and remit to the Bank on behalf of a Fund all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof;

(b)           Registration of Portfolio Securities may be made in the name of any nominee or nominees used by such Depository;

(c)           Payment for securities purchased and sold may be made through the clearing medium employed by such Depository for transactions of participants acting through it. Upon any purchase of Portfolio Securities, payment will be made only upon delivery of the securities to or for the account of a Fund and the Fund shall pay cash collateral against the return of Portfolio Securities loaned by the Fund only upon delivery of the Securities to or for the account of the Fund; and upon any sale of Portfolio Securities, delivery of the Securities will be made only against payment therefor or, in the event Portfolio Securities are loaned, delivery of Securities will be made only against receipt of the initial cash collateral to or for the account of the Fund; and

(d)           The Bank shall use its best efforts to provide that:

(i)           The Depository obtains replacement of any certificated Portfolio Security deposited with it in the event such Security is lost, destroyed, wrongfully taken or otherwise not available to be returned to the Bank upon its request;

(ii)           Proxy materials received by a Depository with respect to Portfolio Securities deposited with such Depository are forwarded immediately to the Bank for prompt transmittal to the Fund;

(iii)           Such Depository promptly forwards to the Bank confirmation of any purchase or sale of Portfolio Securities and of the appropriate book entry made by such Depository to the Fund’s account;
 
7


(iv)           Such Depository prepares and delivers to the Bank such records with respect to the performance of the Bank’s obligations and duties hereunder as may be necessary for the Fund to comply with the recordkeeping requirements of Section 31(a) of the 1940 Act and Rule 31(a) thereunder; and

(v)           Such Depository delivers to the Bank all internal accounting control reports, whether or not audited by an independent public accountant, as well as such other reports as the Fund may reasonably request in order to verify the Portfolio Securities held by such Depository.

6.6   Use of Book-Entry System for Commercial Paper . The Bank may maintain a system for the holding of commercial paper in book-entry form (“Book-Entry Paper”).  Upon receipt of Proper Instructions and upon receipt of confirmation from an Issuer (as defined below) that each Fund has purchased such Issuer’s Book-Entry Paper, the Bank shall issue and hold in book-entry form, on behalf of the Fund, commercial paper issued by issuers with whom the Bank has entered into a book-entry agreement (the “Issuers”). In maintaining procedures for Book-Entry Paper, the Bank agrees that:

(a)           The Bank will maintain all Book-Entry Paper held by the Fund in an account of the Bank that includes only assets held by it as a fiduciary or custodian for its customers;

(b)           The records of the Bank with respect to the Fund’s purchase of Book-Entry Paper through the Bank will identify, by book-entry, commercial paper belonging to the Fund which is included in the Book-Entry System and shall at all times during the regular business hours of the Bank be open for inspection by duly authorized officers, employees or agents of the Fund;

(c)           The Bank shall pay for Book-Entry Paper purchased for the account of the Fund upon contemporaneous (i) receipt of advice from the Issuer that such sale of Book-Entry Paper has been effected, and (ii) the making of an entry on the records of the Bank to reflect such payment and transfer for the account of the Fund;

(d)           The Bank shall cancel such Book-Entry Paper obligation upon the maturity thereof upon contemporaneous (i) receipt of advice that payment for such Book-Entry Paper has been transferred to the Fund, and (ii) the making of an entry on the records of the Bank to reflect such payment for the account of the Fund; and

(e)           The Bank will send to the Fund such reports on its system of internal accounting control with respect to the Book-Entry Paper as the Fund may reasonably request from time to time.

6.7   Eurodollar CDs .  Any Portfolio Securities which are Eurodollar CDs may be physically held by the European branch of the U.S. banking institution that is the issuer of such Eurodollar CD (a “European Branch”), provided that such Portfolio Securities are identified on the books of the Bank as belonging to the Fund and that the books of the Bank identify the European Branch holding such Portfolio Securities. Notwithstanding any other provision of this Agreement to the contrary, except as stated in the first sentence of this subsection 6.7, the Bank shall be under no other duty with respect to such Eurodollar CDs belonging to the Fund.

6.8   Options and Futures Transactions .

 
(a)
Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter.
 
8

 
(i)           The Bank shall take action as to put options (“puts”) and call options (“calls”) purchased or sold (written) by the Fund regarding escrow or other arrangements (i) in accordance with the provisions of any agreement entered into upon receipt of Proper Instructions among the Bank, any broker-dealer registered with the National Association of Securities Dealers, Inc. (the “NASD”), and, if necessary, a Fund, relating to the compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations.

(ii)           Unless another agreement requires it to do so, the Bank shall be under no duty or obligation to see that the Fund has deposited or is maintaining adequate margin, if required, with any broker in connection with any option, nor shall the Bank be under duty or obligation to present such option to the broker for exercise unless it receives Proper Instructions from the Fund. The Bank shall have no responsibility for the legality of any put or call purchased or sold on behalf of the Fund, the propriety of any such purchase or sale, or the adequacy of any collateral delivered to a broker in connection with an option or deposited to or withdrawn from a Segregated Account (as defined in subsection 6.9 below). The Bank specifically, but not by way of limitation, shall not be under any duty or obligation to: (i) periodically check or notify the Fund that the amount of such collateral held by a broker or held in a Segregated Account is sufficient to protect such broker or the Fund against any loss; (ii) effect the return of any collateral delivered to a broker; or (iii) advise the Fund that any option it holds, has or is about to expire. Such duties or obligations shall be the sole responsibility of the Fund.

 
(b)
Puts, Calls and Futures Traded on Commodities Exchanges

(i)           The Bank shall take action as to puts, calls and futures contracts (“Futures”) purchased or sold by the Fund in accordance with the provisions of any agreement entered into upon the receipt of Proper Instructions among the Fund, the Bank and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by any Fund.

(ii)           The responsibilities of the Bank as to futures, puts and calls traded on commodities exchanges, any Futures Commission Merchant account and the Segregated Account shall be limited as set forth in subparagraph (a)(ii) of this Section 6.8 as if such subparagraph referred to Futures Commission Merchants rather than brokers, and Futures and puts and calls thereon instead of options.

6.9   Segregated Account .  The Bank shall upon receipt of Proper Instructions establish and maintain a Segregated Account or Accounts for and on behalf of each Fund.

(a)           Cash and/or Portfolio Securities may be transferred into a Segregated Account upon receipt of Proper Instructions in the following circumstances:

(i)           in accordance with the provisions of any agreement among the Fund, the Bank and a broker-dealer registered under the Exchange Act and a member of the NASD or any Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange or the Commodity Futures Trading Commission or any registered contract market, or of any similar organizations regarding escrow or other arrangements in connection with transactions by the Fund;

(ii)           for the purpose of segregating cash or securities in connection with options purchased or written by the Fund or commodity futures purchased or written by the Fund;
 
9


(iii)           for the deposit of liquid assets, such as cash, U.S. Government securities or other high grade debt obligations, or liquid equity securities having a market value (marked to  market on a daily basis) at all times equal to not less than the aggregate purchase price due on the settlement dates of all of the Fund’s then outstanding forward commitment or “when-issued” agreements relating to the purchase of Portfolio Securities and all the Fund’s then outstanding commitments under reverse repurchase agreements entered into with broker-dealer firms;

(iv)           for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of Segregated Accounts by registered investment companies;

(v)           for other proper Fund purposes, but only, in the case of this clause (v), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board, or of the executive committee of the Board signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such Segregated Account and declaring such purposes to be proper Fund purposes.

(b)           Cash and/or Portfolio Securities may be withdrawn from a Segregated Account pursuant to Proper Instructions in the following circumstances:

(i)            with respect to assets deposited in accordance with the provisions of any agreements referenced in (a)(i) or (a)(ii) above, in accordance with the provisions of such agreements;

(ii)           with respect to assets deposited pursuant to (a)(iii) or (a)(iv) above, for sale or delivery to meet the Fund’s obligations under outstanding forward commitment or when-issued agreements for the purchase of Portfolio Securities and under reverse repurchase agreements;

(iii)           for exchange for other liquid assets of equal or greater value deposited in the Segregated Account;

(iv)           to the extent that the Fund’s outstanding forward commitment or when-issued agreements for the purchase of portfolio securities or reverse repurchase agreements are sold to other parties or the Fund’s obligations thereunder are met from assets of the Fund other than those in the Segregated Account;

(v)           for delivery upon settlement of a forward commitment or when-issued agreement for the sale of Portfolio Securities; or

(vi)           with respect to assets deposited pursuant to (a)(v) above, in accordance with the purposes of such account as set forth in Proper Instructions.

6.10   Interest Bearing Call or Time Deposits . The Bank shall, upon receipt of Proper Instructions relating to the purchase by the Fund of interest-bearing fixed-term and call deposits, transfer cash, by wire or otherwise, in such amounts and to such bank or banks as shall be indicated in such Proper Instructions. The Bank shall include in its records with respect to the assets of a Fund appropriate notation as to the amount of each such deposit, the banking institution with which such deposit is made (the “Deposit Bank”), and shall retain such forms of advice or receipt evidencing the deposit, if any, as may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed Portfolio Securities of the Fund and the responsibility of the Bank therefore shall be the same as and no greater than the Bank’s responsibility in respect of other Portfolio Securities of the Fund.
 
10


6.11   Transfer of Securities . The Bank will transfer, exchange, deliver or release Portfolio Securities held by it hereunder, insofar as such Securities are available for such purpose, provided that the Bank will allow any transfer, exchange, delivery or release under this Section only upon receipt of Proper Instructions.  The Proper Instructions shall state that such transfer, exchange or delivery is for a purpose permitted under the terms of this Section 6.11, and shall specify the applicable subsection, or describe the purpose of the transaction with sufficient particularity to permit the Bank to ascertain the applicable subsection.  After receipt of such Proper Instructions, the Bank will transfer, exchange, deliver or release Portfolio Securities only in the following circumstances:

(a)           Upon sales of Portfolio Securities for the account of a Fund, against contemporaneous receipt by the Bank of payment therefor in full, or against payment to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs, each such payment to be in the amount of the sale price shown in a broker’s confirmation of sale received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made;

(b)           In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan of merger, consolidation, reorganization, share split-up, change in par value, recapitalization or readjustment or otherwise, upon exercise of subscription, purchase or sale or other similar rights represented by such Portfolio Securities, or for the purpose of tendering shares in the event of a tender offer therefor, provided, however, that in the event of an offer of exchange, tender offer, or other exercise of rights requiring the physical tender or delivery of Portfolio Securities, the Bank shall have no liability for failure to so tender in a timely manner unless such Proper Instructions are received by the Bank at least two business days prior to the date required for tender, and unless the Bank (or its agent or subcustodian hereunder) has actual possession of such Security at least two business days prior to the date of tender;

(c)           Upon conversion of Portfolio Securities pursuant to their terms into other securities;

(d)           For the purpose of redeeming in-kind shares of the Fund upon authorization from the Fund;

(e)           In the case of option contracts owned by the Fund, for presentation to the endorsing broker;

(f)           When such Portfolio Securities are called, redeemed or retired or otherwise become payable;

(g)           For the purpose of effectuating the pledge of Portfolio Securities held by the Bank in order to collateralize loans made to the Fund by any bank, including the Bank; provided, however, that such Portfolio Securities will be released only upon payment to the Bank for the account of the Fund of the moneys borrowed, provided further, however, that in cases where additional collateral is required to secure a borrowing already made, and such fact is made to appear in the Proper Instructions, Portfolio Securities may be released for that purpose without any such payment. In the event that any pledged Portfolio Securities are held by the Bank, they will be so held for the account of the lender, and after notice to the Fund from the lender in accordance with the normal procedures of the lender and any loan agreement between the fund and the lender that an event of deficiency or default on the loan has occurred, the Bank may deliver such pledged Portfolio Securities to or for the account of the lender;
 
11

 
(h)           for the purpose of releasing certificates representing Portfolio Securities, against contemporaneous receipt by the Bank of the fair market value of such security, as set forth in the Proper Instructions received by the Bank before such payment is made;

(i)           for the purpose of delivering securities lent by the Fund to a bank or broker dealer, but only against receipt in accordance with street delivery custom except as otherwise provided herein, of adequate collateral as agreed upon from time to time by the Fund and the Bank, and upon receipt of payment in connection with any repurchase agreement relating to such securities entered into by the Fund;

(j)           for other authorized transactions of the Fund or for other proper Fund purposes; provided that before making such transfer, the Bank will also receive a certified copy of resolutions of the Board, signed by an authorized officer of the Fund (other than the officer certifying such resolution) and certified by its Secretary or Assistant Secretary, specifying the Portfolio Securities to be delivered, setting forth the transaction in or purpose for which such delivery is to be made, declaring such transaction to be an authorized transaction of the Fund or such purpose to be a proper Fund purpose, and naming the person or persons to whom delivery of such securities shall be made; and

(k)           upon termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 15 of this Agreement.

As to any deliveries made by the Bank pursuant to this Section 6.11, securities or cash receivable in exchange therefor shall be delivered to the Bank.

7.   Redemptions .  In the case of payment of assets of a Fund held by the Bank in connection with redemptions and repurchases by the Fund of outstanding common shares, the Bank will rely on notification by the Fund’s transfer agent of receipt of a request for redemption and certificates, if issued, in proper form for redemption before such payment is made. Payment shall be made in accordance with the Articles of Incorporation or Declaration of Trust (the “Articles”), By-laws and the prospectuses and statements of additional information of the Fund from assets available for said purpose.

8.   Merger, Dissolution, etc. of Fund .  In the case of the following transactions, not in the ordinary course of business, namely, the merger of a Fund or Portfolio into, the consolidation of a Fund or Portfolio with, or the sale by a Fund or Portfolio of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of a Fund or Portfolio and the distribution of its assets, upon the payment of the fees, disbursements and expenses of the Bank through the end of the then current term of this Agreement with respect to the Fund, the Bank will deliver the Portfolio Securities held by it under this Agreement and disburse cash only upon the order of the Fund set forth in an Officers’ Certificate, accompanied by a certified copy of a resolution of the Board authorizing any of the foregoing transactions. Upon completion of such delivery and disbursement and the payment of all such fees, disbursements and expenses of the Bank, this Agreement will terminate and the Bank shall be released from any and all obligations hereunder, except for obligations of the Bank arising prior to the date of such termination and those obligations under Section 14.
 
12


9.   Actions of Bank Without Prior Authorization .  Notwithstanding anything herein to the contrary, unless and until the Bank receives an Officers’ Certificate to the contrary, the Bank will take the following actions without prior authorization or instruction of the Fund or the transfer agent:

9.1  Endorse for collection and collect on behalf of and in the name of the Fund all checks, drafts, or other negotiable or transferable instruments or other orders for the payment of money received by it for the account of the Fund and hold for the account of the Fund all income, dividends, interest and other payments or distributions of cash with respect to the Portfolio Securities held thereunder;

9.2  Present for payment all coupons and other income items held by it for the account of the Fund which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Fund;

9.3  Receive and hold for the account of the Fund all securities received as a distribution on Portfolio Securities as a result of a stock dividend, share split-up, reorganization, recapitalization, merger, consolidation, readjustment, distribution of rights and similar securities issued with respect to any Portfolio Securities held by it hereunder.

9.4  Execute as agent on behalf of the Fund all necessary ownership and other certificates and affidavits required by the Internal Revenue Code or the regulations of the Treasury Department issued thereunder, or by the laws of any state, now or hereafter in effect, inserting the Fund’s name on such certificates as the owner of the securities covered thereby, to the extent it may lawfully do so and as may be required to obtain payment in respect thereof. The Bank will execute and deliver such certificates in connection with Portfolio Securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any State;

9.5  Present for payment all Portfolio Securities which are called, redeemed, retired or otherwise become payable, and hold cash received by it upon payment for the account of the Fund; and

9.6  Exchange interim receipts or temporary securities for definitive securities.

10.   Collections and Defaults . The Bank will use reasonable efforts to collect any funds which may to its knowledge become collectible arising from Portfolio Securities, including dividends, interest and other income, and to transmit to the appropriate Fund notice actually received by it of any call for redemption, offer of exchange, right of subscription, reorganization or other proceedings affecting such Securities.  If Portfolio Securities upon which such income is payable are in default or payment is refused after due demand or presentation, the Bank will notify the appropriate Fund in writing of any default or refusal to pay within two business days from the day on which it receives knowledge of such default or refusal.

11.   Maintenance of Records and Accounting Services .  The Bank will prepare and maintain records with respect to transactions for which the Bank is responsible pursuant to the terms and conditions of this Agreement, and in compliance with the applicable rules and regulations of the 1940 Act.  The books and records pertaining to a Fund that are in possession of the Bank shall be the property of the Fund.  The books and records of the Bank pertaining to its actions under this Agreement and reports by the Bank or its independent accountants concerning its accounting system, procedures for safeguarding securities and internal accounting controls will be open to inspection and audit at all times during the Bank’s normal business hours, upon reasonable notice, by officers of or auditors employed by the appropriate Fund.  Such books and records shall include reports of sufficient scope and in sufficient detail as may reasonably be required by a Fund to provide reasonable assurance that any material compliance inadequacies would be disclosed by the inspection or audit, and, if there are no such inadequacies, the appropriate reports shall so state.  The books and records relating to a Fund will be preserved by the Bank in the manner and in accordance with the applicable rules and regulations under the 1940 Act.  The Bank shall surrender these books and records to the Fund promptly upon request.  Upon reasonable request of the Fund, the Bank shall, during the term of this agreement, provide copies of any books and records to the Fund or the Fund’s authorized representative at the Fund’s expense.
 
13


The Bank shall assist generally in the preparation of reports to shareholders and others, audits of accounts, and other ministerial matters of like nature.

12.   Additional Services .  The Bank shall perform the additional services for a Fund as are set forth on Appendix B hereto.   Appendix B may be amended from time to time upon agreement of the parties to include further additional services to be provided by the Bank to the Fund.

13.   Duties of the Bank .

13.1   Performance of Duties and Standard of Care .  The Bank shall use the same care with respect to the safekeeping of Portfolio Securities and cash of the Fund held by it as it uses in respect of its own similar property but in no event less than a reasonable standard of care.  In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the written advice of independent counsel of its own selection, which may be counsel for a Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice.

The Bank will be under no duty or obligation to inquire into and will not be liable for:

(a)           the validity of the issue of any Portfolio Securities purchased by or for the Fund, the legality of the purchases thereof or the propriety of the price incurred therefor;

(b)           the legality of any sale of any Portfolio Securities by or for the Fund or the propriety of the amount for which the same are sold;

(c)           the legality of an issue or sale of any common shares of the Fund or the sufficiency of the amount to be received therefor;

(d)           the legality of the repurchase of any common shares of the Fund or the propriety of the amount to be paid therefor;

(e)           the legality of the declaration of any dividend by the Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and

(f)           any property or moneys of the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof.

Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Articles, By-laws, any federal or state statutes or any rule or regulation of any governmental agency.
 
14


13.2   Agents and Subcustodians with Respect to Property of the Fund Held in the United States .  Upon notification to the appropriate Fund, the Bank may employ agents of its own selection in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder.

Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of a Fund, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the Fund’s assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Fund or any other person by reason of any act or omission of any such subcustodian and the Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising out of the performance of any subcustodian. Upon request of the Bank or if elected by the Fund, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodian.

13.3   Duties of the Bank with Respect to Property of the Fund Held Outside of the United States .

(a)            Appointment of Foreign Custody Manager .

(i)           If a Fund has appointed the Bank Foreign Custody Manager (as that term is defined in Rule 17f-5 under the 1940 Act), the Bank’s duties and obligations with respect to the Fund's Portfolio Securities and other assets maintained outside the United States shall be, to the extent not set forth herein, as set forth in the Delegation Agreement between the Fund and the Bank (the “Delegation Agreement”).

(ii)           If a Fund has appointed any other person or entity Foreign Custody Manager, the Bank shall act only upon Proper Instructions from the Fund with regard to any of the Fund’s Portfolio Securities or other assets held or to be held outside of the United States, and the Bank shall be without liability for any Claim (as that term is defined in Section 14 hereof) arising out of maintenance of the Fund’s Portfolio Securities or other assets outside of the United States.  The Fund also agrees that it shall enter into a written agreement with such Foreign Custody Manager that shall obligate such Foreign Custody Manager to provide to the Bank in a timely manner all information required by the Bank in order to complete its obligations hereunder.  The Bank shall not be liable for any Claim arising out of the failure of such Foreign Custody Manager to provide such information to the Bank.

(b)            Segregation of Securities .  The Bank shall identify on its books as belonging to the Fund the Foreign Portfolio Securities held by each foreign sub-custodian (each an “Eligible Foreign Custodian”) selected by the Foreign Custody Manager, subject to receipt by the Bank of the necessary information from such Eligible Foreign Custodian if the Foreign Custody Manager is not the Bank.

(c)            Access of Independent Accountants of the Fund .  If the Bank is the Fund’s Foreign Custody Manager, upon request of the Fund, the Bank will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as an Eligible Foreign Custodian insofar as such books and records relate to the performance of such foreign banking institution with regard to the Fund’s Portfolio Securities and other assets.

(d)            Reports by Bank . If the Bank is the Fund’s Foreign Custody Manager, the Bank will supply to the Fund the reports required under the Delegation Agreement.
 
15


(e)            Transactions in Foreign Custody Account .  Transactions with respect to the assets of a Fund held by an Eligible Foreign Custodian shall be effected pursuant to Proper Instructions from the Fund to the Bank and shall be effected in accordance with the applicable agreement between the Foreign Custody Manager and such Eligible Foreign Custodian.

Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Portfolio Securities received for the account of a Fund and delivery of Foreign Portfolio Securities maintained for the account of the Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.

In connection with any action to be taken with respect to the Foreign Portfolio Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the “Rights”), the Bank shall promptly transmit to the appropriate Fund such information in connection therewith as is made available to the Bank by the Eligible Foreign Custodian, and shall promptly forward to the applicable Eligible Foreign Custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive from the Fund pursuant to Proper Instructions.  Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether the Fund is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such  Rights by the Fund or by the applicable Eligible Foreign Custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.

(f)            Tax Law .  The Bank shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Bank as custodian of the Fund by the tax laws of any jurisdiction, and it shall be the responsibility of the Fund to notify the Bank of the obligations imposed on the Fund or the Bank as the custodian of the Fund by the tax law of any non-U.S. jurisdiction, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.  The sole responsibility of the Eligible Foreign Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of jurisdictions for which the Fund has provided such information.

13.4   Insurance .  The Bank need not maintain any special insurance for the benefit of a Fund, although the Bank shall at all times maintain insurance coverage adequate for the nature of its operations, including directors and officers, errors and omissions, and fidelity bond insurance coverage. The Bank shall notify the Funds if there are any material adverse changes to its insurance policies or coverage. The Bank shall notify the Funds of any material errors or omissions, interruptions in, or delay or unavailability of the Bank’s abilities to safeguard and hold the securities and cash of a Fund in accordance with this Agreement as promptly as practicable, and proceed to correct the same as soon as is reasonably possible.

13.5   Advances by the Bank .  The Bank may, in its sole discretion, advance funds on behalf of a Fund to make any payment permitted by this Agreement upon receipt of any proper authorization required by this Agreement for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Bank, or for any other reason) this Agreement deems any such overdraft or related indebtedness a loan made by the Bank to the Fund payable on demand.  Such overdraft shall bear interest at the current rate charged by the Bank for such loans unless the Fund shall provide the Bank with agreed upon compensating balances. The Fund agrees that the Bank shall have a continuing lien and security interest to the extent of any overdraft or indebtedness on the part of a Portfolio and to the extent required by law, in and to any property at any time held by it for the Portfolio’s benefit or in which the Portfolio has an interest and which is then in the Bank’s possession or control (or in the possession or control of any third party acting on the Bank’s behalf). Such payment liability and the concomitant liens and security interests are not permitted to exceed a value equal to 33⅓% of a Portfolio’s total assets.  The Fund authorizes the Bank, in the Bank’s sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of account standing to the credit of the Fund on the Bank’s books.
 
16


13.6.   Fees and Expenses of the Bank .  For the services rendered by the Bank hereunder, each Fund will pay to the Bank such fees at such rate as shall be agreed upon in writing by the parties from time to time.  The Fund will also pay or reimburse the Bank from time to time for any transfer taxes payable upon any transfers made hereunder, and for all necessary proper disbursements, expenses and charges made or incurred by the Bank in the performance of this Agreement (including any duties listed on any Schedule hereto, if any) including any indemnities for any loss, liabilities or expense to the Bank as provided herein.  The Bank will also be entitled to reimbursement by the Fund for all reasonable expenses incurred in conjunction with termination of this Agreement and any conversion or transfer work done in connection therewith, except for a termination by a Fund due to a breach of this Agreement by the Bank.

Fees and expenses will be calculated monthly.  Fees and expenses owed to the Bank for any month may be charged against any cash balance held by the Fund beginning on the first (1 st ) business day after the end of such month based on information then available.  Fees charged to an account may result in an overdraft that will be subject to normal interest charges.  The Fund will have sixty (60) days after the receipt of an invoice to dispute any charge that appears on such invoice.  After such sixty (60) day period, the invoice will be deemed to be complete and accurate and may no longer be disputed.

13.7   Cooperation with Fund’s Independent Public Accountants .  The Bank shall cooperate with each Fund’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to the accountant for the expression of their unqualified opinion, including but not limited to the opinion included in the Funds’ registration statements on Form N-1A, and periodic reports made on Forms N-SAR and N-CSR, and any other reports to the SEC and for any requirement of the SEC.

13.8   Reports to Fund by Bank’s Independent Public Accountants .  The Bank shall provide each Fund, at all times as a Fund may reasonably require, with reports from the Bank’s independent public accountant on the Bank’s accounting systems and internal accounting controls and procedures for safeguarding securities and cash of the Fund, including securities deposited and/or maintained in a Securities Depository or Book-Entry System, relating to the services the Bank provides under this Agreement and generally made available to the Bank’s clients.  These reports shall be of sufficient scope and in sufficient detail as a Fund may reasonably require to provide reasonable assurance that the examination would disclose any material inadequacies and, if there are no material inadequacies, the reports shall so state.
 
17


14.  Limitation of Liability .

14.1  Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank or any of its officers, directors or employees (collectively, the “Bank Indemnified Parties”) be liable to the Fund or any third party, and the Fund shall indemnify and hold the Bank and the Bank Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, and reasonable costs and expenses, including reasonable legal fees, (a “Claim”) arising as a result of any act or omission of the Bank or any Bank Indemnified Party under this Agreement, except to the extent any such Claim results from the negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any Bank Indemnified Party.  Without limiting the foregoing, neither the Bank nor the Bank Indemnified Parties shall be liable for, and the Bank and the Bank Indemnified Parties shall be indemnified against, any Claim arising as a result of:

(a)           Any act or omission by the Bank or any Bank Indemnified Party in good faith reliance upon the terms of this Agreement, any Officer’s Certificate, Proper Instructions, resolution of the Board, telegram, telecopier, notice, request, certificate or other instrument reasonably believed by the Bank to genuine;

(b)           Any act or omission of any subcustodian selected by or at the direction of the Fund;

(c)           Any act or omission of any Foreign Custody Manager other than the Bank or any act or omission of any Eligible Foreign Custodian if the Bank is not the Foreign Custody Manager;

(d)           Any Corporate Action, distribution or other event related to Portfolio Securities which, at the direction of the Fund, have not been registered in the name of the Bank or its nominee;

(e)           Any Corporate Action requiring a Response for which the Bank has not received Proper Instructions or obtained actual possession of all necessary Securities, consents or other materials by 5:00 p.m. on the date specified as the Response Deadline; or

(f)           Any act or omission of any European Branch of a U.S. banking institution that is the issuer of Eurodollar CDs in connection with any Eurodollar CDs held by such European Branch.

14.2  The Bank agrees to indemnify and hold harmless each Fund and its affiliates and their Directors/Trustees, officers and employees (“Fund Indemnified Parties”) from and against any and all Claims arising as a result of any act or omission of the Bank or any Bank Indemnified Party under this Agreement to the extent any such Claim results from the negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any Bank Indemnified Party.

14.3  Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable to the other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

14.4 The obligations set forth in this Section 14 shall survive the termination of this Agreement.
 
18


15.   Termination .

15.1  The term of this Agreement shall be three years commencing upon the date hereof (the “Initial Term”), unless earlier terminated as provided herein.  After the expiration of the Initial Term, the term of this Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”) unless written notice of non-renewal (due to a Party’s violation of a material provision of the contract or for any other reason) is delivered by the non-renewing party to the other party no later than ninety days if a Fund is the non-renewing party and one hundred eighty days if Bank is the non-renewing party prior to the expiration of the Initial Term or any Renewal Term, as the case may be.
 
Either party hereto may terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term in the event the other party violates any material provision of this Agreement, provided that the terminating party gives written notice of such violation to the other party and such party does not cure such violation within 90 days of receipt of such notice.  The Bank’s right to termination shall be limited to the Portfolio in respect of which a violation has occurred.  Termination by either party with respect to a Fund or a Portfolio will not affect the terms of this Agreement with respect to other Funds or Portfolios.

15.2  In the event of the termination of this Agreement, the Bank will immediately upon receipt or transmittal, as the case may be, of notice of termination, commence and prosecute diligently to completion the transfer of all cash and the delivery of all Portfolio Securities duly endorsed and all records maintained under Section 11 to the successor custodian when appointed by the Fund.  The obligation of the Bank to deliver and transfer over the assets of the Fund held by it directly to such successor custodian will commence as soon as such successor is appointed and will continue until completed as aforesaid. If the Fund does not select a successor custodian within ninety (90) days from the date of delivery of notice of termination the Bank may, subject to the provisions of subsection 15.3, deliver the Portfolio Securities and cash of the Fund held by the Bank to a bank or trust company of the Bank’s own selection which meets the requirements of Section 17(f)(1) of the 1940 Act and has a reported capital, surplus and undivided profits aggregating not less than $2,000,000, to be held as the property of the Fund under terms similar to those on which they were held by the Bank, whereupon such bank or trust company so selected by the Bank will become the successor custodian of such assets of the Fund with the same effect as though selected by the Board.  Thereafter, the Bank shall be released from any and all obligations under this Agreement, except for any obligations arising prior to the date of delivery of such Portfolio Securities and cash and those obligations under Section 14.

15.3  Prior to the expiration of ninety (90) days after notice of termination has been given, the Fund may furnish the Bank with an order of the Fund advising that a successor custodian cannot be found willing and able to act upon reasonable and customary terms and that the Fund will be liquidated or will function without a custodian for the assets of the Fund held by the Bank. In that event the Bank will deliver the Portfolio Securities and cash of the Fund held by it, subject as aforesaid, in accordance with one of such alternatives, upon receipt by the Bank of a copy of the minutes of the meeting of the Board of Directors/Trustees at which action was taken, certified by the Fund’s Secretary, and an opinion of counsel to the Fund in form and content satisfactory to the Bank.  Thereafter, the Bank shall be released from any and all obligations under this Agreement, except for any obligations arising prior to the date of delivery of such Portfolio Securities and cash and those obligations under Section 14.

15.4  At any time after the termination of this Agreement, the Fund may, upon written request, have reasonable access to the records of the Bank relating to its performance of its duties as custodian.

16.   Confidentiality .  Both parties hereto agree than any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency.  The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity to an injunction or injunctions without bond or other security to prevent breaches of this provision.  The parties agree that they shall abide by the provisions of the Gramm-Leach-Bliley Act (“GLB”) and other applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of confidential information and to ensure that confidential information is not disclosed contrary to the provisions of this Agreement, GLB or any other applicable privacy laws and regulations.
 
19


17.   Notices .  Any notice or other instrument in writing authorized or required by this Agreement to be given to either party hereto will be sufficiently given if addressed to such party and delivered via (i) United States Postal Service registered mail, (ii) telecopier with written confirmation, (iii) hand delivery with signature to such party at its office at the address set forth below, namely:

(a)           In the case of notices sent to the Fund to:

Treasurer
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
McMorgan Funds
169 Lackawanna Avenue
Parsippany, NJ 07054

with a copy to:
Secretary
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
169 Lackawanna Avenue
Parsippany, NJ 07054

and with a copy to
Secretary
McMorgan Funds
One Bush Street, Suite 800
San Francisco, CA 94104

(b)           In the case of notices sent to the Bank to:

Investors Bank & Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, Massachusetts 02117-9130
Attention: Christopher E. Jones, Director - Client Management
With a copy to:  John E. Henry, General Counsel

or at such other place as such party may from time to time designate in writing.
 
20


18.   Amendments .  This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.

19.   Parties .  This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by the Fund without the written consent of the Bank or by the Bank without the written consent of the Fund, authorized and approved by its Board; and provided further that termination proceedings pursuant to Section 15 hereof will not be deemed to be an assignment within the meaning of this provision.

20.   Governing Law .  This Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.

21.   Counterparts .  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

22.   Entire Agreement .  This Agreement, together with its Appendices, constitutes the sole and entire agreement between the parties relating to the subject matter herein and does not operate as an acceptance of any conflicting terms or provisions of any other instrument and terminates and supersedes any and all prior agreements and undertakings between the parties relating to the subject matter herein.

23.   Several Obligations of the Portfolios .  This Agreement is an agreement entered into between the Bank and each Fund with respect to the Fund’s respective Portfolios.  With respect to any obligation of a Fund on behalf of any Portfolio arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Portfolio to which such obligation relates as though the Bank had separately contracted with such Fund by separate written instrument with respect to each Portfolio.

24. Fund Disclaimer . It is expressly agreed that the obligations of the Funds hereunder shall not be binding upon any of their Directors/Trustees, shareholders, nominees, officers, agents or employees personally, but shall bind only the property or assets of the applicable Fund, as the case may be.  The execution and delivery of this Agreement has been authorized by the Directors/Trustees, and this Agreement has been signed and delivered by an authorized officer of the Funds, acting as such, and neither such authorization by the Directors/Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property or assets of the Funds, as the case may be, as provided in the Funds’ respective organizational documents.  With respect to any Fund that is organized as a Massachusetts business trust, a  copy of such Fund’s Agreement and Declaration of Trust establishing the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts.

25.   Business Recovery . The Bank represents and warrants that it has and will continue to have in place a commercially reasonable business recovery program.

26.   Force Majeure.   Notwithstanding anything otherwise to the contrary in this Agreement, no party shall be liable to the other for any loss or liability arising from any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except to the extent that any such loss or liability results from the failure of the Bank to (a) maintain a commercially reasonable business recovery program, and (b) act reasonably to mitigate, as soon as practicable, the specific occurrence or event.
 
21


27.   Use of Name.   Neither party shall use the name of the other in any prospectus, sales literature or other material in a manner not approved by the other party prior thereto in writing; provided however, that the approval of a party shall not be required for any use of its name or that of its affiliates which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed.

 
28.
Bank Loan Funds.  The following provisions shall apply to any Fund holding Bank Loans:

(a)                 The Bank shall physically hold at such premises and under such conditions as the Bank may determine in its sole discretion each “Loan File” (as hereinafter defined) from time to time delivered to the Bank by a Portfolio, and shall segregate, keep and maintain the Loan Files for such Portfolio separate and apart from those of any other Portfolio.
 
(b)                 The Portfolio shall deliver to the Bank: (a) each Loan File relating to such Portfolio promptly upon the Portfolio’s receipt of the same, and (b) a Proper Instruction specifying such Loan File as a Loan File of the Portfolio and the related identifying number described in paragraph (d) of this Section.
 
(c)                 The Bank shall have no duty or obligation with respect to, and no responsibility for, the quality, completeness, or authenticity of any Loan File or anything included therein, nor deemed to have for any purpose whatsoever actual or constructive knowledge of the contents of, or information contained in, any Loan File.  As used herein the term “Loan File” shall mean a package of paper documents so designated as such by the Portfolio with respect to any promissory note or similar obligation purchased by the Portfolio, and any document received by the Bank with respect to any such promissory note or similar obligation shall be deemed a part of the Loan File.
 
(d)                 Whenever the Portfolio purchases any promissory note or similar obligation which will be included in a Loan File, the Portfolio shall provide the Bank with a Proper Instruction specifying: (a) the amount to be paid therefor; (b) the entity to which such payment is to be made, together with appropriate wiring instructions; (c) the date on which such payment is to be made, which date shall be at least three business days after the Bank’s receipt of the Proper Instruction; and (d) the name and identifying number to be recorded and utilized by the Bank with respect to such Loan File and payments made, or received, by the Bank with respect to such promissory note or similar obligation.  The Bank shall make such payment out of the monies held for the applicable Portfolio, and if monies are insufficient shall so advise the Portfolio and the Bank shall take no further action until it has received further instructions in a Proper Instruction.  Any such payments made by the Bank shall not be “against receipt” of any Loan File unless the Portfolio has otherwise specified in its Proper Instructions.  Where payments are not made “against receipt”, the Portfolio understands and accepts the risk that the related Loan File may not be received.
 
(e)                 From time to time upon receipt of a Proper Instruction the Bank shall make such deliveries of any Loan File held hereunder as may be specified therein, including any “free” (and not against payment) deliveries.  For any delivery against payment, the Portfolio understands that settlements, payments and deliveries may be effected by the Bank in accordance with the customary or established trading or processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment.  The Portfolio assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Loan Files.  When any deliveries are made “free”, the Portfolio understands and accepts the risk that payments may not be received.  Payments received by the Bank shall be credited to the account of the Portfolio.
 
22

 
(f)                 The Portfolio, and not the Bank, shall be solely responsible for obtaining delivery of each Loan File, and where a payment described in paragraph (d) of this Section is “against receipt” of a Loan File, such receipt shall be by the Bank from the Portfolio.
 
(g)                 Each week the Bank shall provide to the Portfolio a report specifying by the related identifying number described in paragraph (d) of this Section each Loan File not yet delivered to and received by the Bank.
 
(h)                 Whenever a Portfolio anticipates receipt of any payment of principal or interest or other amount with respect to any Loan File, it shall provide the Bank, at least three days before such payment date, a Proper Instruction specifying: (i) the identifying number (described in paragraph (d) of this Section) of the Loan File to which such payment relates; (ii) the amount to be received; and (iii) the date on which payment of such amount is to be received.  The Bank shall receive such amounts and credit the same to the account of the Portfolio and shall provide to Portfolio an advice setting forth the amount so received and any amounts which were specified to be received in the Proper Instruction but not received.  The Portfolio, and not the Bank, shall be solely responsible for making demands for any such payments or taking further action if any such payment is not received.
 
(i)                 Each Portfolios understands that all credits to its account are provisional, may be reversed if the same are not finally collected, and that any such reversal may create indebtedness subject to Section 13.5 of this Agreement.  For purposes of such Section 13.5, the Portfolio agrees that each Loan File and each right to receive payment shall be property as described therein, and further agrees that such rights shall constitute “financial assets” within the meaning of Article 8 of the New York Uniform Commercial Code and that the account of the Portfolio shall for such purposes be considered a “securities account” maintained by the Bank as a “financial intermediary”, as such terms are defined in said Article 8.
 
(j)                 In the event the Bank receives any notices, demands, documents, or other materials with respect to a Loan File, the Bank’s sole responsibility shall be to deliver the same to the Portfolio.
 
(k)                 In the event of any conflict between the provisions of this Section and any other provision of this Agreement, this Section shall control.
 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above.
 

 
23

 




ECLIPSE FUNDS
ECLIPSE FUNDS INC


By:  /s/ Gary E. Wendlandt
Name:   Gary E. Wendlandt
Title:     President


THE MAINSTAY FUNDS


By:  /s/ Christopher O. Blunt
Name:   Christopher O. Blunt
Title:     President
 
 
MAINSTAY VP SERIES FUND, INC.
 
 
By:  /s/ Anne F. Pollack
Name:   Anne F. Pollack
Title:     President
 
 
MCMORGAN FUNDS
 
 
By:  /s/ Mark R. Taylor
Name:   Mark R. Taylor
Title:     President
 
 
INVESTORS BANK & TRUST COMPANY
 
 
By:  /s/ Robert D. Mancuso
Name: Robert D. Mancuso
Title: Senior Vice President

 
24

 


Appendix A
to the
Master Custodian Agreement
(as of January 2, 2006)

Fund
Portfolio
The MainStay Funds
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Small Cap Growth Fund
 
Small Cap Value Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds
Balanced Fund
 
Mid Cap Opportunity Fund
 
Small Cap Opportunity Fund
   
Eclipse Funds Inc.
All Cap Growth Fund
 
All Cap Value Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Growth Equity Fund
 
Income Manager Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Large Cap Opportunity Fund
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund
   
   

 
25

 

Fund
Portfolio
   
MainStay VP Series Fund, Inc.
Balanced Portfolio
Basic Value Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Conservative Allocation Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Allocation Portfolio
 
High Yield Corporate Bond Portfolio
 
Income & Growth Portfolio
 
International Equity Portfolio
 
Large Cap Growth Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
Moderate Allocation Portfolio
 
Moderate Growth Allocation Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
 
Value Portfolio
   
McMorgan Funds
Balanced Fund
 
Equity Investment Fund
 
Fixed Income Fund
 
High Yield Fund
 
Intermediate Fixed Income Fund
 
Principal Preservation Fund
 
 
26

 

Appendix B
Additional Services
(as of January 2, 2006)

None

10428266.3.BUSINESS

 
27

 


EXTENSION AGREEMENT

THIS EXTENSION AGREEMENT is made as of January 31, 2008 by and between the funds listed on Appendix I hereto (each a Fund and collectively “the Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company and the successor in interest to INVESTORS BANK & TRUST COMPANY (“Bank”).

WHERAS, the Funds and Bank have entered into a Master Custodian Agreement dated June 30, 2005, as such Master Custodian Agreement has been amended and extended from time to time (the “Master Custodian Agreement”); and

WHERAS, the Funds and Bank desire to amend such Master Custodian Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in such agreements, it is agreed between the respective parties hereto as follows:

1)
The Master Custodian Agreement between the Funds and Bank is hereby amended by deleting Section 15.1 of the Master Custodian Agreement in its entirety and by inserting in lieu thereof the following:

“The term of this Agreement shall continue through June 30, 2011 (the “Extension Term”), unless earlier terminated as provided herein.  After the expiration of the Extension Term, the term of this Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”) unless notice of non-renewal is delivered by the non-renewing party to the other party no later than ninety (90) days, if a Fund is the non-renewing party or one hundred eighty (180) days if Bank is the non-renewing party, prior to the expiration of the Extension Term or any Renewal Term, as the case may be.

Either party hereto may terminate this Agreement prior to the expiration of the Extension Term or any Renewal Term in the event the other party violates any material provision of this Agreement, provided that the non-violating party gives written notice of such violation to the violating party and the violating party does not cure such violation within ninety (90) days of receipt of such notice.”

2)
Miscellaneous .

(a)           Except as amended hereby, the Master Custodian Agreements referenced herein shall remain in full force and effect.

 
(b)
This Extension may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

 
1

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.

EACH OF THE ENTITIES LISTED
ON APPENDIX I HERETO

By: /s/ Stephen P. Fisher
Name: Stephen P. Fisher
Title: President


STATE STREET BANK AND TRUST COMPANY


By: /s/ Stephen DeSalvo
Name:  Stephen DeSalvo
Title:  Senior Vice President

 
2

 
 
APPENDIX I

PARTIES TO AGREEMENT


Eclipse Funds
MainStay Balanced Fund
MainStay Mid Cap Opportunity Fund
MainStay Small Cap Opportunity Fund

Eclipse Funds Inc.
MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 High Yield Fund
MainStay 130/30 International Fund
MainStay All Cap Growth Fund
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay Income Manager Fund
MainStay Indexed Bond Fund
MainStay Intermediate Term Bond Fund
MainStay Large Cap Opportunity Fund
MainStay Moderate Allocation Fund
MainStay Moderate Growth Allocation Fund
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund
MainStay S&P 500 Index Fund
MainStay Short Term Bond Fund

ICAP Funds, Inc.
MainStay ICAP Equity Fund
MainStay ICAP Select Equity Fund
MainStay ICAP International Fund

The MainStay Funds
Capital Appreciation Fund
Common Stock Fund
Convertible Fund
Diversified Income Fund
Equity Index Fund
Global High Income Fund
Government Fund
High Yield Corporate Bond Fund
Institutional Bond Fund
International Equity Fund
Large Cap Growth Fund
MAP Fund
Mid Cap Growth Fund
 
 
3

 
 
Mid Cap Value Fund
Money Market Fund
Principal Preservation Fund
Small Cap Growth Fund
Small Cap Value Fund
Tax Free Bond Fund
Total Return Fund
Value Fund

MainStay VP Series Fund, Inc.
MainStay VP Balanced Portfolio
MainStay VP Bond Portfolio
MainStay VP Capital Appreciation Portfolio
MainStay VP Cash Management Portfolio
MainStay VP Common Stock Portfolio
MainStay VP Conservative Allocation Portfolio
MainStay VP Convertible Portfolio
MainStay VP Developing Growth Portfolio
MainStay VP Floating Rate Portfolio
MainStay VP Government Portfolio
MainStay VP Growth Allocation Portfolio
MainStay VP High Yield Corporate Bond Portfolio
MainStay VP ICAP Select Equity Portfolio
MainStay VP International Equity Portfolio
MainStay VP Large Cap Growth Portfolio
MainStay VP Mid Cap Core Portfolio
MainStay VP Mid Cap Growth Portfolio
MainStay VP Mid Cap Value Portfolio
MainStay VP Moderate Allocation Portfolio
MainStay VP Moderate Growth Allocation Portfolio
MainStay VP S & P 500 Portfolio
MainStay VP Small Cap Growth Portfolio
MainStay VP Total Return Portfolio
MainStay VP Value Portfolio


 
4

 
FORM OF AMENDMENT
TO
MASTER CUSTODIAN AGREEMENT

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the ___ day of ________, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and

WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 
1.
Effective as of […..], 2009, the MainStay Funds Trust, a Delaware statutory trust, is added as a party to the Agreement
 
 
2.
Amendment of Appendix A .  Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.

 
3.
Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET BANK & TRUST COMPANY


By:          ____________________________
Name:
Title:

ECLIPSE FUNDS
ECLIPSE FUNDS INC.
MAINSTAY VP SERIES FUND, INC.
THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST
ICAP FUNDS, INC.

By:          _____________________________
Name: Stephen P. Fisher
Title: President
 
 
 

 
 
APPENDIX A
(AS OF ___________ __, 2009)

FUND
SERIES / PORTFOLIO
   
The MainStay Funds
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund
 
Institutional Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Principal Preservation Fund
 
Small Cap Growth Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds Inc.
130/30 Core Fund
 
130/30 Growth Fund
 
130/30 High Yield Fund
 
130/30 International Fund
 
All Cap Growth Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Growth Equity Fund
 
Income Manager Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
Retirement 2010 Fund
 
Retirement 2020 Fund
 
Retirement 2030 Fund
 
Retirement 2040 Fund
 
Retirement 2050 Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund
 
 
 

 
 
   
FUND
SERIES / PORTFOLIO
   
Eclipse Funds
Balanced Fund
 
Mid Cap Core Fund
 
Small Company Value Fund
   
ICAP Funds, Inc.
MainStay ICAP Equity Fund
 
MainStay ICAP Global Fund
 
MainStay ICAP International Fund
 
MainStay ICAP Select Equity Fund
   
MainStay VP Series Fund, Inc.
Balanced Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Conservative Allocation Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Allocation Portfolio
 
High Yield Corporate Bond Portfolio
 
ICAP Select Equity Portfolio
 
International Equity Portfolio
 
Large Cap Growth Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
Moderate Allocation Portfolio
 
Moderate Growth Allocation Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
   
MainStay Funds Trust
MainStay Epoch Global Equity Yield Fund
 
MainStay Epoch International Small Cap Fund
 
MainStay Epoch U.S. Equity Fund
 
MainStay Epoch Global Choice Fund

 
 

 
MASTER DELEGATION AGREEMENT

AGREEMENT, dated as of June 30, 2005 by and between INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Delegate”), and each of the registered investment companies (each a “Fund” and collectively “the Funds”) listed on Appendix A) and their portfolios.

WHEREAS, pursuant to the provisions of Rule 17f-5 under the Investment Company Act of 1940, as amended (the “1940 Act”), and subject to the terms and conditions set forth herein, the Board of Directors / Trustees of each Fund desires to delegate to the Delegate certain responsibilities concerning Foreign Assets (as defined below), and the Delegate hereby agrees to retain such delegation, as described herein; and

WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Directors / Trustees of each Fund desires to retain the Delegate to provide certain services concerning Foreign Assets, and the Delegate hereby agrees to provide such services, as described herein;

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:

1.
Definitions

Capitalized terms in this Agreement have the following meanings:

 
a.
Authorized Representative

Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party and to send notices to the other party.

 
b.
Board

Board means the Board of Directors / Trustees (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of each Fund.

 
c.
Country Risk

Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s financial infrastructure (including any Securities Depositories operating in such country); prevailing custody and settlement practices; and laws applicable to the safekeeping and recovery of Foreign Assets held in custody.

 
d.
Eligible Foreign Custodian

Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes foreign branches of U.S. Banks (as the term “U.S. Bank” is defined in Rule 17f-5(a)(7)).
 
1

 
 
e.
Foreign  Assets

Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)

f.
Foreign Custody Manager

Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).

 
g.
Securities Depository

Securities Depository has the meaning set forth in Rule 17f-4(a).

 
h.
Monitor

Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made.

2.
Representations

 
a.
Delegate’s Representations

Delegate represents that it is a trust company chartered under the laws of the Commonwealth of Massachusetts.  Delegate further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Delegate with respect to the subject matter of this Agreement.

 
b.
Fund’s Representations

Fund represents that the Board has determined that it is reasonable to rely on Delegate to perform the responsibilities described in this Agreement.  Fund further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Fund with respect to the subject matter of this Agreement.

3.
Jurisdictions and Depositories Covered

 
a.
Initial Jurisdictions and Depositories

The authority delegated by this Agreement in connection with Rule 17f-5 applies only with respect to Foreign Assets held in the jurisdictions listed in Appendix B1 .  Delegate’s responsibilities under this Agreement in connection with Rule 17f-7 apply only with respect to the Securities Depositories listed in Appendix B2 .  Upon the creation of a new Securities Depository in any of the jurisdictions listed in Appendix A1 at the time of such creation, such Securities Depository will automatically be deemed to be listed in Appendix B2 and will be covered by the terms of this Agreement.
 
2


 
 
b.
Added Jurisdictions and Depositories

Jurisdictions and related Securities Depositories may be added to Appendix B1 and Appendix B2, respectively, by written agreement in the form of Appendix C .  Delegate’s responsibility and authority with respect to any jurisdiction or Securities Depository, respectively, so added will commence at the later of (i) the time that Delegate’s Authorized Representative and Board’s Authorized Representative have both executed a copy of Appendix C listing such jurisdiction and/or Securities Depository, or (ii) the time that Delegate’s Authorized Representative receives a copy of such fully executed Appendix C .

 
c.
Withdrawn Jurisdictions

Board may withdraw its (i) delegation to Delegate with respect to any jurisdiction or (ii) retention of Delegate with respect to any Securities Depository, upon written notice to Delegate.  Delegate may withdraw its (i) acceptance of delegation with respect to any jurisdiction or (ii) retention with respect to any Securities Depository, upon written notice to Board.  Ten days (or such longer period as to which the parties agree in such event) after receipt of any such notice by the Authorized Representative of the party other than the party giving notice, Delegate shall have no further responsibility or authority under this Agreement with respect to the jurisdiction(s) or Securities Depository as to which delegation is withdrawn.

4.
Delegation of Authority to Act as Foreign Custody Manager

 
a.
Selection of Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized and directed to place and maintain Foreign Assets in the care of any Eligible Foreign Custodian(s) selected by Delegate in each jurisdiction to which this Agreement applies, except that Delegate does not accept such authorization and direction with regard to Securities Depositories.

 
b.
Contracts With Eligible Foreign Custodians

Subject to the provisions of this Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized to enter into, on behalf of Fund, such written contracts governing Fund’s foreign custody arrangements with such Eligible Foreign Custodians as Delegate deems appropriate.

5.
Monitoring of Eligible Foreign Custodians and Contracts

In each case in which Delegate has exercised the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate is authorized to, and shall, on behalf of Fund, establish a system to Monitor the appropriateness of maintaining Foreign Assets with such Eligible Foreign Custodian.  In each case in which Delegate has exercised the authority delegated under this Agreement to enter into a written contract governing Fund’s foreign custody arrangements, Delegate is authorized to, and shall, on behalf of Fund, establish a system to Monitor the appropriateness of such contract.
 
3


 
6.
Securities Depositories

a.           In accordance with the requirements of Rule 17f-7, Delegate shall, upon execution of this Agreement, provide the Fund or its investment adviser with an analysis of the custody risks associated with maintaining assets with each Securities Depository listed on Appendix B2 hereto.

b.           In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the custody risks associated with maintaining assets with each Securities Depository listed on Appendix B2 hereto on a continuing basis, and shall promptly notify the Fund or its investment adviser of any material change in such risks.


7.
Guidelines and Procedures for the Exercise of Delegated Authority

 
a.
Board’s Conclusive Determination Regarding Country Risk

In exercising its delegated authority under this Agreement, Delegate may assume, for all purposes, that Board (or Fund’s investment advisor, pursuant to authority delegated by Board) has considered, and pursuant to its fiduciary duties to Fund and Fund’s shareholders, determined to accept, such Country Risk as is incurred by placing and maintaining Foreign Assets in the jurisdictions to which this Agreement applies.  In exercising its delegated authority under this Agreement, Delegate may also assume that Board (or Fund’s investment advisor, pursuant to authority delegated by Board) has, and will continue to, Monitor such Country Risk to the extent Board deems necessary or appropriate.

Except as specifically described herein, nothing in this Agreement shall require Delegate to make any selection or to engage in any Monitoring on behalf of Fund that would entail consideration of Country Risk.

 
b.
Selection of Eligible Foreign Custodians

In exercising the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate shall determine that Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held, after considering all factors relevant to the safekeeping of such Foreign Assets, including, without limitation;

 
i.
The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;

 
ii.
Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets;

 
iii.
The Eligible Foreign Custodian’s general reputation and standing;

 
iv.
Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian’s consent to service of process in the United States;
 
4


 
 
v.
In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in Appendix D to this Agreement; and

 
c.
Evaluation of Written Contracts

In exercising the authority delegated under this Agreement to enter into written contracts governing Fund’s foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market.  In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).

 
d.
Monitoring of Eligible Foreign Custodians

In exercising the authority delegated under this Agreement to establish a system to Monitor the appropriateness of maintaining Foreign Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing Fund’s foreign custody arrangements, Delegate shall consider any factors and criteria set forth in Appendix E to this Agreement.  If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole discretion that it is in the best interest of the safekeeping of the Foreign Assets to move such Foreign Assets to a different Eligible Foreign Custodian, the Fund shall bear any expense related to such relocation of Foreign Assets.

8.
Standard of Care

a.           In exercising the authority delegated under this Agreement with regard to its duties under Rule 17f-5, Delegate agrees to exercise such reasonable care, prudence and diligence as is customary for persons having responsibility for the safekeeping of Foreign Assets of an investment company registered under the 1940 Act to exercise.

b.           In carrying out its responsibilities under this Agreement with regard to Rule 17f-7, Delegate agrees to exercise such reasonable care, prudence and diligence as is customary for a person having responsibility for the safekeeping of Foreign Assets of an investment company registered under the 1940 Act to exercise.

9.
Reporting Requirements

Delegate agrees to provide written reports notifying Board of the placement of Foreign Assets with a particular Eligible Foreign Custodian and of any material change in Fund’s arrangements with such Eligible Foreign Custodians.  Such reports shall be provided to Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion, with notice to the Authorized Representative.
 
5


 
10.
Provision of Information Regarding Country Risk

With respect to the jurisdictions listed in Appendix B1 , or added thereto pursuant to Article 3, Delegate agrees to provide the Board and the Fund’s investment adviser with access to Eyes to the World TM , a service available through the Delegate’s Web Site at www.ibtco.com, containing information relating to Country Risk, if available, as is specified in Appendix F to this Agreement.  Such information relating to Country Risk shall be updated from time to time as the Delegate deems necessary.

11.
Limitation of Liability .

a.           Notwithstanding anything in this Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the “Delegate Indemnified Parties”) be liable to the Fund or any third party, and the Fund shall indemnify and hold the Delegate and the Delegate Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, and reasonable costs and expenses, including reasonable legal fees, (a “Claim”) arising as a result of any act or omission of the Delegate or any Delegate Indemnified Party under this Agreement, except to the extent that any Claim results from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of the Delegate or any Delegate Indemnified Party.  Without limiting the foregoing, neither the Delegate nor the Delegate Indemnified Parties shall be liable for, and the Delegate and the Delegate Indemnified Parties shall be indemnified against, any Claim arising as a result of:

 
i.
Any act or omission by the Delegate or any Delegate Indemnified Party in reasonable good faith reliance upon the terms of this Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument from an Authorized Representative reasonably believed by the Delegate to be genuine; or

 
ii.
Any information that the Delegate provides or does not provide under Section 10 hereof.

b.           The Delegate agrees to indemnify and hold harmless each Fund, its Directors / Trustees, and its affiliates and their officers and employees (“Fund Indemnified Parties”) from and against any and all Claims arising as a result of any act or omission of the Delegate or any Delegate Indemnified Party under this Agreement to the extent resulting from the negligence, willful malfeasance, bad faith, or reckless disregard of its duties on the part of the Delegate or the Delegate Indemnified Parties.

c.           Notwithstanding anything to the contrary in this Agreement, in no event shall a party be liable to the other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

12.
Effectiveness and Termination of Agreement

This Agreement shall be effective as of the later of the date of execution on behalf of Fund or Delegate and shall remain in effect until terminated as provided herein.  This Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party.  Termination will become effective 30 days after receipt by the non-terminating party of such notice.
 
6


 
13.
Authorized Representatives and Notices

The respective Authorized Representatives of Fund and Delegate, and the addresses to which notices and other documents under this Agreement are to be sent to each, are as set forth in Appendix G .  Any Authorized Representative of a party may add or delete persons from that party’s list of Authorized Representatives by written notice to an Authorized Representative of the other party.

14.
Governing Law

This Agreement shall be constructed in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of choice of law.

15.
Business Recovery .

The Bank represents and warrants that it has and will continue to have in place a commercially reasonable business recovery program.

16.
Force Majeure.

Notwithstanding anything otherwise to the contrary in this Agreement, no party shall be liable to the other for any loss or liability arising from any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except to the extent that any such loss or liability results from the failure of the Delegate to (a) maintain a commercially reasonable business recovery program, and (b) act reasonably to mitigate, as soon as practicable, the specific occurrence or event.

17.             Amendments .  This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.

7





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.




 
INVESTORS BANK & TRUST COMPANY



 
By:   /s/ Robert D. Mancuso
 
Name: Robert D. Mancuso
 
Title:   Senior Vice President



 
ECLIPSE FUNDS
 
ECLIPSE FUNDS INC.



 
By:   /s/ Gary E. Wendlandt
 
Name:  Gary E. Wendlandt
 
Title:  President



 
THE MAINSTAY FUNDS



 
By:   /s/ Christopher O. Blunt
 
Name:  Christopher O. Blunt
 
Title:  President



 
MAINSTAY VP SERIES FUND, INC.



 
By:   /s/ Anne F. Pollack
 
Name:  Anne F. Pollack
 
Title:  President


8


List of Appendices

A – Funds

B1 -- Jurisdictions Covered

B2 – Securities Depositories Covered

C -- Additional Jurisdictions/Securities Depositories Covered

D -- Additional Factors and Criteria To Be Applied in the Selection of Eligible Foreign Custodians That Are Banking Institutions or Trust Companies

E -- Factors and Criteria To Be Applied in Establishing Systems For the  Monitoring of Foreign Custody Arrangements and Contracts

F -- Information Regarding Country Risk

G -- Authorized Representatives

9


Appendix A
to the
Master Delegation Agreement
(as of January 6, 2006)


Fund
Portfolio
The MainStay Funds
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Small Cap Growth Fund
 
Small Cap Value Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds
Balanced Fund
 
Mid Cap Opportunity Fund
 
Small Cap Opportunity Fund
   
Eclipse Funds Inc.
All Cap Growth Fund
 
All Cap Value Fund
 
Asset Manager Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Growth Equity Fund
 
Income Manager Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Large Cap Opportunity Fund
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund
 
A-1

 
   
Fund
Portfolio
   
MainStay VP Series Fund, Inc.
Balanced Portfolio
Basic Value Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Conservative Allocation Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Allocation Portfolio
 
High Yield Corporate Bond Portfolio
 
Income & Growth Portfolio
 
International Equity Portfolio
 
Large Cap Growth Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
Moderate Allocation Portfolio
 
Moderate Growth Allocation Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
 
Value Portfolio
 
A-2

 
APPENDIX B1

Jurisdictions Covered

[Delete those countries that are not delegated]

Argentina
Kenya
Austria
Korea
Australia
Latvia
Bahrain
Lebanon
Bangladesh
Lithuania
Belgium
Luxembourg
Bermuda
Malaysia
Bolivia
Mauritius
Botswana
Mexico
Brazil
Morocco
Bulgaria
Namibia
Canada
Netherlands
Chile
New Zealand
China
Norway
Clearstream (Cedel)
Oman
Colombia
Pakistan
Costa Rica
Panama
Croatia
Papau New Guinea
Cyprus
Peru
Czech Republic
Philippines
Denmark
Poland
Ecuador
Portugal
Egypt
Romania
Estonia
Russia
Euroclear
Singapore
Finland
Slovak Republic
France
Slovenia
Germany
South Africa
Ghana
Spain
Greece
Sri Lanka
Hong Kong
Swaziland
Hungary
Sweden
Iceland
Switzerland
India
Taiwan
Indonesia
Thailand
Ireland
Turkey
Israel
Ukraine
Italy
United Kingdom
Ivory Coast
Uruguay
Japan
Venezuela
Jordan
Zambia
Kazakhstan
Zimbabwe
   
 
 
B-1

 
APPENDIX B2

Securities Depositories Covered

Argentina
CDV
Philippines
PCD
 
CRYL
 
RoSS
       
Australia
Austraclear Ltd.
Poland
CRBS
 
CHESS
 
NDS
 
RITS
   
       
Austria
OeKB AG
Portugal
Central de Valores
     
   Mobiliarios
       
Bahrain
None
Romania
NBR
     
SNCDD
     
Stock Exchange
     
   Registry, Clearing &
     
   Settlement
       
Bangladesh
None
Russia
DCC
     
NDC
     
VTB
       
Belgium
BKB
Singapore
CDP
 
CIK
 
MAS
       
Bermuda
None
Slovak Republic
NBS
     
SCP
       
Botswana
None
Slovenia
KDD
       
Brazil
CBLC
South Africa
STRATE
 
CETIP
 
The Central Depository
 
SELIC
 
   (Pty) Ltd.
       
Bulgaria
The Bulgarian National
Spain
Banco de Espana
 
    Bank
 
SCLV
 
The Central Depository
   
       
Canada
Bank of Canada
Sri Lanka
CDS
 
CDS
   
       
Chile
DCV
Sweden
VPC AB
       
China
SSCC
Switzerland
SIS SegaIntersettle AG
 
SSCCRC
   
       
 
B-2


 
Clearstream
 
Taiwan
TSCD
       
Colombia
DCV
Thailand
TSD
 
DECEVAL
   
       
Costa Rica
CEVAL
Turkey
CBT
     
Takasbank
       
Croatia
CNB
Ukraine
Depository of the
 
Ministry of Finance
 
   National Bank of
 
SDA
 
   Ukraine
     
MFS Depository
       
Czech Republic
SCP
Uruguay
None
 
TKD
   
       
Denmark
VP
United Kingdom
CMO
       
     
CREST
       
Ecuador
DECEVALE, S.A.
Venezuela
BCV
     
CVV
       
Egypt
Misr for Clearing,
Zambia
Bank of Zambia
 
    Settlement & Dep.
 
LuSE CSD
       
Estonia
ECDSL
Zimbabwe
None
       
Euroclear
     
       
Finland
APK
   
       
France
Sicovam SA
   
       
Germany
Clearstream
   
       
Ghana
None
   
       
Greece
Bank of Greece
   
 
CSD
   
       
Hong Kong
CCASS
   
 
CMU
   
       
Hungary
Keler Ltd.
   
       
India
CDSL
   
 
NSDL
   
       
 
B-3


 
Indonesia
Bank Indonesia
   
 
PT.KSEI
   
       
Ireland
CREST
   
 
Gilt Settlement Office
   
       
Israel
TASE Clearing
   
 
   House Ltd.
   
       
Italy
Banca d-Italia
   
 
Monte Titoli
   
       
Ivory Coast*
Depositaire Central/
   
 
   Banque de Reglement
   
       
Japan
Bank of Japan
   
 
JASDEC
   
       
Jordan
SDC
   
       
Kazakhstan
Kazakhstan Central
   
 
   Securities Depository
   
       
Kenya
Central Bank of Kenya
   
 
   Central Depository
   
       
Korea
KSD
   
       
Latvia
Bank of Latvia
   
 
LCD
   
       
Lebanon
Banque de Liban
   
 
MIDCLEAR
   
       
Lithuania
CSDL
   
       
Luxembourg
Clearstream
   
       
Malaysia
BNM (SSTS)
   
 
MCD
   
       
Mauritius
CDS
   
       
Mexico
S.D. Indeval
   
       
Morocco
Maroclear S.A.
   
       
Netherlands
NECIGEF
   
       
 
B-4


 
New Zealand
New Zealand Central
   
 
   Securities Depository
   
       
Norway
VPS
   
       
Oman
MDSRC
   
       
Pakistan
Central Depository Co.
   
 
   of Pakistan Limited
   
 
State Bank of Pakistan
   
       
Peru
CAVALI
   
       
       

 


* Benin, Burkina-Faso, Guinea Bissau, Mali, Nigeria, Senegal, and Togo are available through the Ivory Coast
 
B-5


 
APPENDIX C

Additional Jurisdictions Covered



Pursuant to Article 3 of this Agreement, Delegate and Fund agree that the following jurisdictions shall be added to Appendix A1:



[Insert additional countries/depositories]






INVESTORS BANK & TRUST COMPANY


By:  ___________________________________

Name:

Title:


[FUND]


By: ____________________________________

Name:

Title:




DATE:  ______________________________
 
 
C-1


APPENDIX D

Additional Factors and Criteria To Be Applied
 in the Selection of Eligible Foreign Custodians
That Are Banking Institutions or Trust Companies


In addition to the factors set forth in Rule 17f-5(c)(1), in selecting Eligible Foreign Custodians that are banking institutions or trust companies, Delegate shall consider the following factors, if such information is available (check all that apply):



_________                                None


____X_____                                Other (list below):


 
(i)
indemnification or insurance arrangements (or any combination of the foregoing) such that each Fund will be adequately protected against the risk of loss of assets held in accordance with a contract with the Eligible Foreign Custodian;

 
(ii)
each Fund's assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the foreign custodian arising under bankruptcy, insolvency, or similar laws;

 
(iii)
beneficial ownership for each Fund's assets will be freely transferable without the payment of money or value other than for safe custody or administration;

 
(iv)
adequate records will be maintained identifying the assets as belonging to each Fund or as being held by a third party for the benefit of the Fund;

 
(v)
each Fund's independent public accountants will be given access to those records or confirmation of the contents of those records; and

 
(vi)
each Fund will receive periodic reports with respect to the safekeeping of the Fund's assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third-party account containing assets held for the benefit of the Fund.
 
D-1


 
APPENDIX E

 Factors and Criteria To Be Applied
in the Establishing Systems For the Monitoring of
 Foreign Custody Arrangements and Contracts


In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, Delegate shall consider the following factors, if such information is available:


 
1.
Operating performance
 
 
2.
Established practices and procedures
 
 
3.
Relationship with market regulators
 
 
4.
Contingency planning
 

E-1



APPENDIX F

Information Regarding Country Risk


To aid the Board in its determinations regarding Country Risk, Delegate will furnish Board annually with respect to the jurisdictions specified in Article 3, the following information:


 
1.
Copy of Addenda or Side Letters to Subcustodian Agreements
 
2.
Legal Opinion, if available, with regard to:
 
 
a)
Access to books and records by the Fund’s accountants
 
 
b)
Ability to recover assets in the event of bankruptcy of a custodian
 
 
c)
Ability to recover assets in the event of a loss
 
 
d)
Likelihood of expropriation or nationalization, if available
 
 
e)
Ability to repatriate or convert cash or cash equivalents
 
3.
Audit Report
 
4.
Copy of Balance Sheet from Annual Report
 
5.
Country Profile Matrix containing market practice for:
 
 
a)
Delivery versus payment
 
 
b)
Settlement method
 
 
c)
Currency restrictions
 
 
d)
Buy-in practice
 
 
e)
Foreign ownership limits
 
 
f)
Unique market arrangements
 

F-1

 

APPENDIX G
Authorized Representatives


The names and addresses of each party’s authorized representatives are set forth below:

A.  Fund

Treasurer
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
McMorgan Funds
169 Lackawanna Avenue
Parsippany, NJ 07054

with a copy to:
Secretary
Eclipse Funds
Eclipse Funds, Inc.
The MainStay Funds
MainStay VP Series Fund, Inc.
169 Lackawanna Avenue
Parsippany, NJ 07054

and with a copy to
Secretary
McMorgan Funds
One Bush Street, Suite 800
San Francisco, CA 94104

B.  Delegate

Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention:  Christopher E. Jones, Director, Client Management
Fax:  (617) 330-6033

With a copy to:

Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention:  Andrew S. Josef, Assistant General Counsel
Fax:  (617) 946-1929


G-1


FORM OF AMENDMENT
TO
MASTER DELEGATION AGREEMENT

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the ___ day of __________, 2009, by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and

WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 
1.
Effective as of […..], 2009, the MainStay Funds Trust, a Delaware statutory trust, is added as a party to the Agreement

 
2.
Amendment of Appendix A .  Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.

 
3.
Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

STATE STREET BANK & TRUST COMPANY

By:          ___________________________
Name:
Title:

ECLIPSE FUNDS
ECLIPSE FUNDS INC.
THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST
MAINSTAY VP SERIES FUND, INC.
ICAP FUNDS, INC.

By:          ____________________________
Name: Stephen P. Fisher
Title: President

 
 

 

APPENDIX A
LIST OF FUNDS AND THEIR RESPECTIVE SERIES
(AS OF ______________ __, 2009)

FUND
SERIES / PORTFOLIO
   
The MainStay Funds
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund
 
Institutional Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Principal Preservation Fund
 
Small Cap Growth Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds Inc.
130/30 Core Fund
 
130/30 Growth Fund
 
130/30 High Yield Fund
 
130/30 International Fund
 
All Cap Growth Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Growth Equity Fund
 
Income Manager Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
Retirement 2010 Fund
 
Retirement 2020 Fund
 
Retirement 2030 Fund
 
Retirement 2040 Fund
 
Retirement 2050 Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2

 
FUND
SERIES / PORTFOLIO
   
Eclipse Funds
Balanced Fund
 
Mid Cap Core Fund
 
Small Company Value Fund
   
ICAP Funds, Inc.
MainStay ICAP Equity Fund
 
MainStay ICAP Global Fund
 
MainStay ICAP International Fund
 
MainStay ICAP Select Equity Fund
   
MainStay VP Series Fund, Inc.
Balanced Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Conservative Allocation Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Allocation Portfolio
 
High Yield Corporate Bond Portfolio
 
ICAP Select Equity Portfolio
 
International Equity Portfolio
 
Large Cap Growth Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
Moderate Allocation Portfolio
 
Moderate Growth Allocation Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
   
MainStay Funds Trust
MainStay Epoch Global Equity Yield Fund
 
MainStay Epoch International Small Cap Fund
 
MainStay Epoch U.S. Equity Fund
 
MainStay Epoch Global Choice Fund
 
 
3

 

 

 
AMENDED AND RESTATED
 
TRANSFER AGENCY AND SERVICE AGREEMENT
 
AMONG
 
THE MAINSTAY FUNDS, ECLIPSE FUNDS,
 
ECLIPSE FUNDS INC. AND ICAP FUNDS, INC.
 
AND
 
NYLIM SERVICE COMPANY LLC
 
 
 
 

 

Table of Contents


Article 1   Terms of Appointment: Duties of NSC
1
   
Article 2   Fees and Expenses
5
   
Article 3   Representations and Warranties of NSC
5
   
Article 4   Representations and Warranties of the Funds
6
   
Article 5   Indemnification
6
   
Article 6 Covenants of the Funds and NSC
8
   
Article 7   Insurance
10
   
Article 8 Termination of Agreement
10
   
Article 9   Additional Series
10
   
Article 10 Assignment / Delegation
10
   
Article 11   Amendment
11
   
Article 12   New York Law to Apply
11
   
Article 13   Severability
11
   
Article 14   Counterparts
11
   
Article 15   Obligations and Rights of Each Fund / Series
11
   
Article 16   Merger of Agreement
11
 
225537v13

 
 

 

AMENDED AND RESTATED
 
TRANSFER AGENCY AND SERVICE AGREEMENT
 
This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1 st day of October, 2008, 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 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

WHEREAS , the Funds desire to appoint NSC as their named transfer agent, dividend disbursing agent and agent in connection with certain other activities, and NSC desires to accept such appointment effective the date first set forth above; and

WHEREAS, the Funds previously entered into Transfer Agency and Service Agreements with NSC, as follows:  The MainStay Funds, effective April 28, 1997, Amended and Restated as of August 1, 2002; Eclipse Funds, effective December 12, 2000; Eclipse Funds Inc., effective May 2, 1998; and ICAP Funds, Inc., effective September 1, 2006 (collectively, “the Previous Agreements”); and

WHEREAS , the Funds are authorized to issue shares in separate series and classes, with each such series representing interests in a separate portfolio of securities and other assets; and
 
WHEREAS , The MainStay Funds currently offers shares in twenty-one (21) series; Eclipse Funds currently offers shares in three (3) series; Eclipse Funds Inc. currently offers shares in twenty-three (23) series; and ICAP Funds, Inc. currently offers shares in four (4) series (each a “Series,” and together with all other series subsequently established by the Funds and made subject to this Agreement in accordance with Article 9, the “Series”);
 
NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
 
Article 1       Terms of Appointment: Duties of NSC
 
1.01.                      Subject to the terms and conditions set forth in this Agreement, effective as of the date above, the Funds hereby employ and appoint NSC to act as, and NSC agrees to act as, transfer agent for the Funds’ authorized and issued shares of beneficial interest (“Shares”), dividend disbursing agent and agent in connection with any rights of accumulation, letters of intent or similar purchase plans provided to the shareholders of record of the Funds (“Shareholders”) and set out in the Prospectus (which term when used in this Agreement includes the Statement of Additional Information) of the Funds, as now in effect or as hereafter amended or supplemented from time to time without written objection by NSC or as mutually agreed upon from time to time.
 
 
2

 
 
1.02.                      NSC agrees that it will perform the following services:
 
 
(a)
In accordance with procedures established from time to time by agreement between the Funds and NSC, NSC shall:
 
 
(i)
receive for acceptance orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to the custodian of the applicable Series duly appointed by the Directors/Trustees of the Funds (the “Custodian”);
 
 
(ii)
pursuant to orders for the purchase of Shares, record the purchase of the appropriate number of Shares in the Shareholder’s account;
 
 
(iii)
pursuant to instructions provided by Shareholders, reinvest income dividends and capital gains distributions in additional Shares of the Funds;
 
 
(iv)
receive for acceptance redemption and repurchase requests and directions, and deliver the appropriate documentation therefor to the Custodian;
 
 
(v)
at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption and repurchase, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;
 
 
(vi)
determine, upon receipt of a request for the redemption or repurchase of Shares, for each Shareholder the amount, if any, of such redemption or repurchase which is subject to a contingent deferred sales charge as described in the Prospectus as from time to time in effect, withhold the amount of such sales charge from the redemption or repurchase proceeds, and remit the amount of such sales charge to the principal underwriter of the Shares of the Funds or such other person as the Funds shall designate in writing;
 
 
(vii)
effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation meeting the requirements set forth in the Funds’ current Prospectuses;
 
 
(viii)
prepare and transmit payments for dividends and distributions declared by the Funds other than such dividends and distributions reinvested under 1.02(a)(iii);
 
 
(ix)
maintain records of account for and advise the Funds and its Shareholders as to the foregoing; and
 
 
(x)
effect exchanges of Shares of one Series for Shares of the same class of another Series upon receipt of appropriate authorization meeting the requirements set forth in the Funds’ current Prospectuses.
 
 
3

 
 
 
(b)
In addition to and not in lieu of the services set forth in the above paragraph (a), NSC shall:  (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with rights of accumulation, letters of intent or similar purchase plans.  The detailed definition, frequency, limitations and associated costs (if any) set out in the attached Transfer Agency Fee Schedule, may include but are not limited to: maintaining all Shareholder accounts; preparing Shareholder meeting lists; mailing proxy statements and proxies; receiving and tabulating proxies; mailing Shareholder reports and Prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts where applicable; preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all registered Shareholders; preparing and mailing confirmations and statements of account to Shareholders for all purchases; redemptions and repurchases of Shares and other confirmable transactions in Shareholder accounts; preparing and mailing activity statements for Shareholders; and providing Shareholder account information; and (ii) provide to the Funds periodically (as frequently as daily if required) a written report that will enable the Funds to monitor the total number of Shares sold and the aggregate public offering price thereof in each State by the Funds or each of the Funds, added by sales in each State of the registered Shareholder or dealer branch office, as requested by the Funds.  If directed by the Funds, each confirmation of the purchase which establishes a new account will be accompanied by a Prospectus and any amendment or supplement thereto.  A Prospectus and any amendment or supplement will be mailed to a Shareholder promptly following such Prospectus, amendment or supplement becoming effective.  The Funds shall:  (i) identify to NSC in writing those transactions and assets to be treated as exempt from the blue sky reporting to the Funds for each State; and (ii) approve those transactions to be included for each State on the system prior to activation and thereafter monitor the daily activity for each State.  The responsibility of NSC for the Funds’ blue sky State registration status is limited to the reporting of transactions as described above.
 
 
(c)
Additionally, NSC shall:
 
 
(i)
Utilize a system to identify all share transactions which involve purchase, redemption and repurchase orders that are processed at a time other than the time of the computation of net asset value (“NAV”) per share next computed after receipt of such orders, and shall compute the net effect upon the Funds of such transactions so identified on a daily and cumulative basis.
 
 
4

 
 
 
(ii)
If upon any day the cumulative net effect of such transactions upon the Funds is negative (the Funds determines there is loss resulting from NSC’s error) and the per share NAV error is less than 1/2 of 1% of the originally computed NAV, but greater than one cent, NSC shall promptly make a payment to the Funds in cash or through the use of a credit, in the manner described in paragraph (iv) below, in such amount as may be necessary to reimburse the Funds for the net loss; and if the per share NAV error equals or exceeds 1/2 of 1% of the originally computed per share NAV, and is greater than one cent, NSC shall make account adjustments or take such other action as is necessary to compensate Shareholders for Shareholder losses and reimburse the Funds for the amount of losses.
 
 
(iii)
If on the last business day of the Funds’ fiscal year the cumulative net effect upon the Funds (adjusted by the amount of all prior payments and credits by NSC and the Fund) is negative, the Funds shall be entitled to a reimbursement by NSC of an amount equal to the negative cumulative amount.
 
 
(iv)
At the end of the Funds’ fiscal year, any positive cumulative net effect upon the Fund shall be deemed to be a credit to NSC.  Any portion of a credit to NSC not so used by it shall remain as a credit to be used as payment against the amount of any future negative cumulative net effects that would otherwise require a cash payment or fee reduction to be made to the Fund pursuant to paragraphs (ii) or (iii) above (regardless of whether or not the credit or any portion thereof arose in the same calendar year as that in which the negative cumulative net effects or any portion thereof arose).
 
 
(v)
NSC shall supply to the Funds from time to time, as mutually agreed upon, reports summarizing the transactions identified pursuant to paragraph (i) above, and the daily and cumulative net effects of such transactions, and shall advise the Funds at the end of each month of the net cumulative effect at such time.  NSC shall promptly advise the Funds if at any time the cumulative net effect exceeds a dollar amount equivalent to one cent per share.
 
 
(vi)
In the event that this Agreement is terminated for whatever cause, or this provision 1.02(c) is terminated pursuant to paragraph (vii) below, the Funds shall promptly pay to NSC an amount in cash equal to the amount by which the cumulative net effect upon the Funds is positive or, if the cumulative net effect upon the Funds is negative, NSC shall promptly pay to the Funds an amount in cash equal to the amount of such cumulative net effect.
 
 
5

 
 
 
(vii)
This provision 1.02(c) of the Agreement may be terminated by NSC at any time without cause, effective as of the close of business on the date written notice (which may be by facsimile) is received by the Funds.
 
Procedures applicable to certain of these services may be established from time to time by agreement between the Funds and NSC.
 
Article 2       Fees and Expenses
 
2.01.                      For performance by NSC pursuant to this Agreement, the Funds agree to pay NSC an annual fee for each Shareholder account as set out in the Transfer Agency Fee Schedule attached hereto.  Such fees may be changed from time to time by mutual written agreement between the Funds and NSC.
 
2.02.                      In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse NSC for any advances that may be incurred by NSC relating to the items set out in the fee schedule attached hereto.  In addition, any other expenses incurred by NSC at the request or with the consent of the Fund, will be reimbursed by the Fund.
 
2.03.                      The Funds agree to pay all fees promptly.  The terms and method for such payments are provided on the attached Transfer Agency Fee Schedule.
 
Article 3       Representations and Warranties of NSC
 
NSC represents and warrants to the Funds that:
 
3.01.                      It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware.
 
3.02.                      It has the legal power and authority to carry on its business in the State of New Jersey.
 
3.03.                      It is empowered under applicable laws and by its Charter and Operating Agreement to enter into and perform this Agreement.
 
3.04.                      All requisite corporate proceedings required by its Charter and Operating Agreement have been taken to authorize it to enter into and perform this Agreement.
 
3.05.                      It is duly registered as transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
3.06.                      It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
 
 
6

 
 
Article 4       Representations and Warranties of the Fund s
 
The Funds represent and warrant to NSC that:
 
4.01.                      The MainStay Funds and Eclipse Funds are each business trusts duly organized and existing under the laws of the Commonwealth of Massachusetts.  ICAP Funds, Inc. and Eclipse Funds Inc. are each corporations duly organized and existing under the laws of the State of Maryland.
 
4.02.                      Each of the respective Funds is, empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as applicable, and By-Laws (collectively, the “Organizational Documents”) to enter into and perform this Agreement.
 
4.03.                      All corporate proceedings required by each Fund’s Organizational Documents have been taken to authorize it to enter into and perform this Agreement.
 
4.04.                      Each of the respective Funds is an investment company separately registered under the Investment Company Act of 1940, as amended (“Investment Company Act”).
 
4.05.                      For each of the respective Funds, a registration statement under the Securities Act of 1933 has been filed, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Funds being offered for sale.  Each Fund shall notify NSC when its registration statement is amended to include additional Series of the Fund and shall notify NSC if its registration statement or any state securities registration or qualification has been terminated or a stop order has been entered with respect to that Fund’s Shares.
 
4.06             All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Organizational Documents and the Registration Statement with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable.
 
Article 5       Indemnification
 
5.01.                      NSC shall not be responsible for, and the Funds shall severally indemnify and hold NSC harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
 
 
(a)
All actions of NSC or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.
 
 
(b)
The Funds’ refusal or failure to comply with the terms of this Agreement, or which arise out of the Funds’ lack of good faith, negligence or willful misconduct, or which arise out of the breach of any representation or warranty of the Funds hereunder.
 
 
7

 
 
 
(c)
The reliance on or use by NSC or its agents or subcontractors of information, records and documents which (i) are received by NSC or its agents or subcontractors and furnished to it by or on behalf of the Funds, and (ii) have been prepared and/or maintained by the Funds or any other person or firm (except NSC or its agents) on behalf of the Funds.
 
 
(d)
The reliance on or the carrying out by NSC or its agents or subcontractors of any written instructions or requests reasonably believed by NSC in good faith to be given by an authorized person of the Funds.
 
 
(e)
The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state, unless such violation is the result of NSC’s negligent or willful failure to comply with the provisions of Section 1.02(b) of this Agreement unless the Funds shall have provided three (3) days’ written notice to NSC not to accept purchases in any state.
 
5.02.                      NSC shall indemnify and hold the Funds harmless from any losses, damages, costs or expenses that arise out of NSC’s refusal or failure to comply with the terms of this Agreement, or which arise out of NSC’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of NSC hereunder or which arise out of such refusal, failure, negligence, willful misconduct or breach by NSC’s agents or subcontractors.  Notwithstanding anything contained in this Agreement to the contrary, NSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or any Series in connection with the matters to which this Agreement relates, except for a loss resulting from NSC’s willful misfeasance, bad faith or negligence in its performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
 
5.03.                      At any time NSC may apply to any officer of the Funds for instructions, and may consult with legal counsel of the Funds with respect to any matter arising in connection with the services to be performed by NSC under this Agreement, and NSC and its agents or subcontractors shall not be liable and shall be indemnified by the respective Funds for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel.  NSC, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Funds, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to NSC or its agents or subcontractors by telephone, in person, machine readable input, CRT data entry or other similar means authorized by the Funds, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Funds.  NSC, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates that are reasonably believed to bear the proper manual or facsimile signatures of the officer or officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.
 
 
8

 
 
5.04.                      In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.  Notwithstanding the above, NSC shall maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Funds.
 
5.05.                      Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.
 
5.06.                      In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which any party may be required to indemnify another, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim.  The party that may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim.  The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it, except with the other party’s prior written consent.
 
Article 6       Covenants of the Funds and NSC
 
6.01.                      Each Fund shall promptly furnish to NSC the following:
 
 
(a)
A certified copy of the resolution of the Fund’s Directors/Trustees authorizing the appointment of NSC and the execution and delivery of this Agreement.
 
 
(b)
A copy of the Fund’s Organizational Documents and all amendments thereto.
 
 
(c)
Copies of the Fund’s Registration Statements, as amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Fund with the Securities and Exchange Commission (“SEC”) under the Securities Act and the 1940 Act, together with any applications filed in connection therewith.
 
6.02.                      NSC hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Funds for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
 
6.03.                      NSC shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  To the extent required by Section 31 of the Investment Company Act and the rules thereunder, NSC agrees that all such records, and those records that the Funds and NSC agree from time to time to be the records of each Fund, as applicable, will be preserved and maintained at the expense of the Funds and made available in accordance with Section 31 of the Investment Company Act and the rules thereunder, along with this Agreement, and will be surrendered promptly to the Funds at its request.  Records surrendered hereunder shall be in machine readable form, except to the extent that NSC has maintained such a record only in paper form.
 
 
9

 
 
6.04.                      NSC and the Funds agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except for purposes of fulfilling such party’s duties under this Agreement or as may be required by law.
 
6.05.                      In case of any requests or demands for the inspection of the Shareholder records of any of the respective Funds, NSC will endeavor to notify the respective Fund and to secure instructions from an authorized officer of such Fund as to such inspection.  NSC reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel to the Funds that it may be held liable for the failure to exhibit the Shareholder records to such person.
 
6.06.                      NSC shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement.  Upon the Funds’ reasonable request, NSC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services hereunder.
 
6.07.                      NSC acknowledges that each Fund, as a registered investment company under the Investment Company Act, is subject to the provisions of that Act and the rules and regulations thereunder, and that the offer and sale of the Fund’s Shares are subject to the provisions of federal and state laws and regulations applicable to the offer and sale of securities.  The Funds acknowledge that NSC is not responsible for the Funds’ compliance with such laws and regulations.  If the Funds advise NSC that a procedure of NSC related to the discharge of its obligations hereunder has or may have the effect of causing the Funds to violate any of such laws or regulations, NSC shall use its best efforts to develop an alternative procedure which does not have such effect.
 
6.08           NSC acknowledges receipt of a copy of the Funds' procedures (the “AML Procedures”) designed to comply with the Funds’ obligations under the U.S. Bank Secrecy Act of 1970 (31 U.S.C. 5311 et seq.) and the implementing regulations thereunder (the “BSA”).  NSC hereby accepts responsibility for implementing the AML Procedures with respect to shareholder accounts NSC maintains for the Funds.  The Funds hereby direct, and NSC acknowledges, that NSC shall (1) permit federal regulators access to such information and records maintained by NSC and relating to NSC’s implementation of the AML Procedures on behalf of the Funds, as they may request; and (2) permit such federal regulators to inspect NSC’s implementation of the AML Procedures on behalf of the Funds.
 
 
10

 
 
Article 7       Insurance
 
7.01.                      NSC shall maintain insurance of the types and in the amounts required by the State of New Jersey. To the extent that policies of insurance may provide for coverage of claims for liability or indemnity by the parties set forth in this Agreement, the contracts of insurance shall take precedence, and no provision of this Agreement shall be construed to relieve an insurer of any obligation to pay claims to the respective Funds, NSC or other insured party that otherwise would be a covered claim in the absence of any provision of this Agreement.
 
7.02.                      NSC shall notify the Funds should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor. NSC shall notify the Funds of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Funds from time to time as may be appropriate of the total outstanding claims made by NSC under its insurance coverage.
 
Article 8       Termination of Agreement
 
8.01.                      This Agreement may be terminated by NSC or a Fund (as to a specific Fund or Funds) upon one hundred twenty (120) days’ written notice to the other.
 
8.02.                      Should one or more of the Funds exercise its right to terminate other than for cause, all out-of-pocket expenses associated with the movement of records and material will be borne by the respective Fund. Additionally, NSC reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of the most recent three (3) months’ fees.
 
Article 9       Additional Series
 
9.01.                      In the event that the Funds establish one or more Series or classes of Shares in addition to the existing Series or classes with respect to which it desires to have NSC render services as transfer agent under the terms hereof, it shall so notify NSC in writing, and unless NSC objects in writing to providing such services, the term “Series” hereunder, unless the context otherwise requires, shall be deemed to include such Series or classes of Shares.
 
Article 10       Assignment / Delegation
 
10.01.                      Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.
 
10.02.                      This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
 
10.03.                      NSC may, at its own expense and without further consent on the part of the Funds, subcontract for the performance hereof with any subcontractor, including affiliates thereof, or any affiliate of NSC provided, however, that NSC shall be fully responsible to the Funds for the acts and omissions of any subcontractor as it is for its own acts and omissions.
 
 
11

 
 
Article 11       Amendment
 
11.01.                      This Agreement may be amended or modified by a written agreement executed by both parties.
 
Article 12       New York Law to Apply
 
12.01.                      This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to choice of law rules.
 
Article 13       Severability
 
13.01                       If any part, term or provision of this Agreement is determined by the courts or any regulatory authority having jurisdiction over the issue to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions of this Agreement shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

Article 14       Counterparts
 
14.01                       This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

Article 15       Obligations and Rights of Each Fund / Series
 
15.01                       This Agreement is executed by each Fund with respect to such Fund only and with respect to each of the Series of such Fund.  The obligations hereunder are not binding upon any of the Directors / Trustees, officers or Shareholders of the Funds individually but are binding only upon the Series to which such obligations pertain and the assets and property of such Series.  All obligations of the Funds under this Agreement shall apply only on a Series-by-Series basis, and the assets of one Series shall not be liable for the obligations of another Series or any other Fund.

Article 16       Merger of Agreement
 
16.01.                      This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.
 
 
12

 

IN WITNESS WHEREOF the parties hereto have caused this Agreement 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:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS


By:                                                       
Name:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS INC.


By:                                                       
Name:  Stephen P. Fisher
Title:  President


ICAP FUNDS, INC.


By:                                                       
Name:  Stephen P. Fisher
Title:  President


NYLIM SERVICE COMPANY LLC


By:                                                     
Name:  Robert E. Brady
Title:  President and Chief Executive Officer


 
13

 

TRANSFER AGENCY FEE SCHEDULE
As Amended and Restated October 1, 2008

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
 
EQUITY FUNDS
ACCOUNT RATES
MainStay Capital Appreciation Fund
$24.34
MainStay Common Stock Fund
$24.34
MainStay Equity Index Fund
$24.34
MainStay International Equity Fund
$24.34
MainStay Large Cap Growth Fund
$24.34
MainStay MAP Fund
$24.34
MainStay Mid Cap Growth Fund
$24.34
MainStay Mid Cap Value Fund
$24.34
MainStay Small Cap Growth Fund
$24.34
MainStay Small Cap Value Fund
$24.34
MainStay Value Fund
$24.34
FIXED INCOME & BLENDED FUNDS
ACCOUNT RATES
MainStay Convertible Fund
$28.86
MainStay Diversified Income Fund
$28.86
MainStay Global High Income Fund
$28.86
MainStay Government Fund
$28.86
MainStay High Yield Corporate Bond Fund
$28.86
MainStay Institutional Bond Fund
$28.86
MainStay Tax Free Bond Fund
$28.86
MainStay Total Return Fund
$28.86
MONEY MARKET FUND
ACCOUNT RATES
MainStay Money Market Fund
$31.67
MainStay Principal Preservation Fund
$31.67

ECLIPSE FUNDS
 
EQUITY FUNDS
ACCOUNT RATES
Mid Cap Opportunity Fund
$24.34
Small Cap Opportunity Fund
$24.34
FIXED INCOME & BLENDED FUND
ACCOUNT RATES
Balanced Fund
$28.86


 
 

 

ECLIPSE FUNDS INC.
 
EQUITY FUNDS
ACCOUNT RATES
All Cap Growth Fund
$24.34
Conservative Allocation Fund
$24.34
Growth Allocation Fund
$24.34
Growth Equity Fund
$24.34
Large Cap Opportunity Fund
$24.34
Moderate Allocation Fund
$24.34
Moderate Growth Allocation Fund
$24.34
S&P 500 Index Fund
$24.34
MainStay 130/30 Core Fund
$24.34
MainStay 130/30 Growth Fund
$24.34
MainStay 130/30 International Fund
$24.34
MainStay Retirement 2010
$24.34
MainStay Retirement 2020
$24.34
MainStay Retirement 2030
$24.34
MainStay Retirement 2040
$24.34
MainStay Retirement 2050
$24.34
FIXED INCOME & BLENDED FUNDS
ACCOUNT RATES
Floating Rate Fund
$28.86
Income Manager Fund
$28.86
Indexed Bond Fund
$28.86
Intermediate Term Bond Fund
$28.86
Short-Term Bond Fund
$28.86
MainStay 130/30 High Yield Fund
$28.86
MONEY MARKET FUND
ACCOUNT RATES
Cash Reserves Fund
$31.67

ICAP FUNDS, INC.
 
EQUITY FUNDS
ACCOUNT RATES
MainStay ICAP Equity Fund
$24.34
MainStay ICAP Select Equity Fund
$24.34
MainStay ICAP International Fund
$24.34
MainStay ICAP Global Fund
$24.34

 
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
 
Oppenheimer’s 529 Product currently uses three MainStay Funds as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged $3.00 for each account that uses the MainStay Funds to support its 529 Portfolio.  MainStay will be charged up to a maximum of $12.00 across all MainStay Funds.

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: /s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS


By: /s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS INC.


By: /s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President


ICAP FUNDS, INC.


By: /s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President


NYLIM SERVICE COMPANY LLC


By: /s/ Robert E. Brady
Name:  Robert E. Brady
Title:  President and Chief Executive Officer



 
 

 

FORM OF
AMENDMENT
TO
AMENDED AND RESTATED
 
TRANSFER AGENCY AND SERVICE AGREEMENT
 
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 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“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:
 
 
(i)
effective as of […..], 2009, the MainStay Funds Trust, a Delaware statutory trust, is added as a party to the Agreement; and
 
 
(ii)
effective […..], 2009, the Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
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:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS


By: _________________________
Name:  Stephen P. Fisher
Title:  President

 
 

 

ECLIPSE FUNDS INC.


By: _________________________
Name:  Stephen P. Fisher
Title:  President


ICAP FUNDS, INC.


By: _________________________
Name:  Stephen P. Fisher
Title:  President

MAINSTAY FUNDS TRUST


By: _________________________
Name:  Stephen P. Fisher
Title:  President


NYLIM SERVICE COMPANY LLC


By: _________________________
Name:  Penny L. Nelson
Title:  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
 
EQUITY FUNDS
ACCOUNT RATES
MainStay Capital Appreciation Fund
$24.34
MainStay Common Stock Fund
$24.34
MainStay Equity Index Fund
$24.34
MainStay International Equity Fund
$24.34
MainStay Large Cap Growth Fund
$24.34
MainStay MAP Fund
$24.34
MainStay Mid Cap Growth Fund
$24.34
MainStay Mid Cap Value Fund
$24.34
MainStay Small Cap Growth Fund
$24.34
MainStay Value Fund
$24.34
FIXED INCOME & BLENDED FUNDS
ACCOUNT RATES
MainStay Convertible Fund
$28.86
MainStay Diversified Income Fund
$28.86
MainStay Global High Income Fund
$28.86
MainStay Government Fund
$28.86
MainStay High Yield Corporate Bond Fund
$28.86
MainStay Institutional Bond Fund
$28.86
MainStay Tax Free Bond Fund
$28.86
MainStay Total Return Fund
$28.86
MONEY MARKET FUND
ACCOUNT RATES
MainStay Money Market Fund
$31.67
MainStay Principal Preservation Fund
$28.86

ECLIPSE FUNDS
 
EQUITY FUNDS
ACCOUNT RATES
MainStay Mid Cap Core Fund
$24.34
MainStay Small Company Value Fund
$24.34
FIXED INCOME & BLENDED FUND
ACCOUNT RATES
MainStay Balanced Fund
$28.86
 
 
 

 

 
ECLIPSE FUNDS INC.
 
EQUITY FUNDS
ACCOUNT RATES
MainStay All Cap Growth Fund
$24.34
MainStay Conservative Allocation Fund
$24.34
MainStay Growth Allocation Fund
$24.34
MainStay Growth Equity Fund
$24.34
MainStay Large Cap Opportunity Fund
$24.34
MainStay Moderate Allocation Fund
$24.34
MainStay Moderate Growth Allocation Fund
$24.34
MainStay S&P 500 Index Fund
$24.34
MainStay 130/30 Core Fund
$24.34
MainStay 130/30 Growth Fund
$24.34
MainStay 130/30 International Fund
$24.34
MainStay Retirement 2010
$24.34
MainStay Retirement 2020
$24.34
MainStay Retirement 2030
$24.34
MainStay Retirement 2040
$24.34
MainStay Retirement 2050
$24.34
FIXED INCOME & BLENDED FUNDS
ACCOUNT RATES
MainStay Floating Rate Fund
$28.86
MainStay Income Manager Fund
$28.86
MainStay Indexed Bond Fund
$28.86
MainStay Intermediate Term Bond Fund
$28.86
MainStay Short-Term Bond Fund
$28.86
MainStay 130/30 High Yield Fund
$28.86
MONEY MARKET FUND
ACCOUNT RATES
MainStay Cash Reserves Fund
$31.67

ICAP FUNDS, INC.
 
EQUITY FUNDS
ACCOUNT RATES
MainStay ICAP Equity Fund
$24.34
MainStay ICAP Select Equity Fund
$24.34
MainStay ICAP International Fund
$24.34
MainStay ICAP Global Fund
$24.34

MAINSTAY FUNDS TRUST
 
EQUITY FUNDS
ACCOUNT RATES
MainStay Epoch Global Equity Yield Fund
$24.34
MainStay Epoch International Small Cap Fund
$24.34
MainStay Epoch U.S. Equity Fund Fund
$24.34
MainStay Epoch Global Choice Fund
$24.34

 
 

 
 
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
 
Oppenheimer’s 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:

EQUITY FUNDS
ACCOUNT RATES
MainStay MAP Fund
$24.34
MainStay Mid Cap Growth Fund
$24.34
FIXED INCOME & BLENDED FUND
ACCOUNT RATES
MainStay High Yield Corporate Bond Fund
$28.86


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:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS

By: _________________________
Name:  Stephen P. Fisher
Title:  President


ECLIPSE FUNDS INC.

By: _________________________
Name:  Stephen P. Fisher
Title:  President


ICAP FUNDS, INC.

By: _________________________
Name:  Stephen P. Fisher
Title:  President


MAINSTAY FUNDS TRUST


By: _________________________
Name:  Stephen P. Fisher
Title:  President


NYLIM SERVICE COMPANY LLC


By: _________________________
Name:  Penny L. Nelson
Title:  President and Chief Executive Officer

 
 

 

 



FORM OF

SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

NYLIM SERVICE COMPANY LLC

AND

BOSTON FINANCIAL DATA SERVICES, INC.






 
 

 



TABLE OF CONTENTS


   
Page
     
     
1.
Terms of Appointment and Duties
1
     
2.
Exception Services
5
     
3.
Fees and Expenses
5
     
4.
Representations and Warranties of the Sub-Transfer Agent
6
     
5.
Representations and Warranties of the Transfer Agent
6
     
6.
Wire Transfer Operating Guidelines
7
     
7.
Data Access and Proprietary Information
8
     
8.
Indemnification
10
     
9.
Standard of Care/Limitation of Liability
11
     
10.
Confidentiality
11
     
11.
Covenants of the Transfer Agent and the Sub-Transfer Agent
13
     
12.
Termination of Agreement
14
     
13.
Assignment and Third Party Beneficiaries
15
     
14.
Subcontractors
15
     
15.
Miscellaneous
16


 
 

 


SUB-TRANSFER AGENCY AND SERVICE AGREEMENT


AGREEMENT made as of the 1 st day of October, 2005, by and between NYLIM SERVICE COMPANY LLC, a Delaware corporation, having its principal office and place of business at 169 Lackawanna Avenue, Parsippanny, New Jersey 07054 (the “Transfer Agent”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Sub-Transfer Agent”).

WHEREAS, the Transfer Agent has been assigned 758128 as its six-digit FINS number by the Depository Trust Company of New York, NY (“DTC”);

WHEREAS, the Transfer Agent registered with U.S. Securities and Exchange Commission, its appropriate regulatory authority (“ARA”) and has been assigned a seven digit number (generally beginning with an “84” or an “85”) ARA number of 84-5844;

WHEREAS, the Transfer Agent has been appointed by each of the investment companies (including each series thereof) listed on Schedule A (the “Fund(s)”), each an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in connection with certain activities, and the Transfer Agent has accepted each such appointment;

WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency and dividend disbursing functions and the Transfer Agent is authorized to subcontract for the performance of its obligations and duties thereunder in whole or in part with the Sub-Transfer Agent;

WHEREAS, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain shareholder accounting, administrative and servicing function (collectively “Shareholder and Record-Keeping Services”); and

WHEREAS, the Transfer Agent desires to appoint the Sub-Transfer Agent as its agent, and the Sub-Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.    Terms of Appointment; Duties

1.1
Sub-Transfer Agency Services.   Subject to the terms and conditions set forth in this Agreement, the Transfer Agent hereby employs and appoints the Sub-Transfer Agent to act as, and the Sub-Transfer Agent agrees to act as, the agent of the Transfer Agent for the shares of the Funds in connection with any accumulation, open-account, retirement plans or similar plan provided to the shareholders of each Fund (“Shareholders”) and set out in the currently effective prospectus and statement of additional information (“prospectus”) of each such Fund, including without limitation any periodic investment plan or periodic withdrawal program.  As used herein, the term “Shares” means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each of the Funds (including each series thereof) enumerated in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Sub-Transfer Agent, the Sub-Transfer Agent agrees that it will perform the following Shareholder and Record-Keeping services:

 
 

 


(a)  Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Articles of Incorporation of the Fund (the “Custodian”);

(b)  Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c)  Receive for acceptance redemption requests and redemption directions and promptly deliver the appropriate documentation thereof to the Custodian;

(d)  In respect to the transactions in items (a), (b) and (c) above, the Sub-Transfer Agent shall execute transactions directly with broker-dealers authorized by the Fund;

(e)  At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid  over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(f)  Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g)  Prepare and transmit payments for dividends and distributions declared by the Fund;

(h)  If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Sub-Transfer Agent of indemnification satisfactory to the Sub-Transfer Agent and protecting the Sub-Transfer Agent and the Fund, and the Sub-Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(i)  Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost.  Such stop orders and replacements will be deemed to have been made at the request of the Transfer Agent, and the Transfer Agent shall be responsible for all losses or claims resulting from such replacement;

(j)  Maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing;

(k)  Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding.  The Sub-Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;


 
 

 

(l)  Perform tax-reporting and statement production for closed accounts;

(m)  Maintain and manage, as agent for the Transfer Agent, such bank accounts as the Sub-Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of share purchases and redemptions and the payment of Fund dividends and distributions.   The Sub-Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent.  In connection with the recordkeeping and other services provided to the Transfer Agent hereunder, including the management of such accounts, the Sub-Transfer Agent may receive a portion of its compensation that is based upon the average balances of such accounts; and   

(n)  Accept any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided to the Sub-Transfer Agent by the Transfer Agent or the Fund or any other person or firm on behalf of the Transfer Agent or the Fund or from broker-dealers of record on behalf of individual Shareholders.  With respect to transaction requests received in the foregoing manner, the Sub-Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Transfer Agent or the Fund to require its broker-dealers to retain such documentation.  E-mail exchanges on routine matters may be made directly with the Transfer Agent's or Fund's contact at the Sub-Transfer Agent.  The Sub-Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; and

(o)  For the reasonable administrative expenses thereof, report and escheat abandoned property to state authorities as authorized by the Transfer Agent in accordance with the policies and procedures agreed upon by the Sub-Transfer Agent and the Transfer Agent.  

1.2
Additional Services.   In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Sub-Transfer Agent shall perform the following services:

(a)  Other Customary Services.   Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: (1) maintaining all Shareholder accounts; (2) preparing Shareholder meeting lists; (3) mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders; (4) withholding taxes on U.S. resident and non-resident alien accounts; (5) preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; (6) preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; (7) preparing and mailing activity statements for Shareholders; and (8) providing Shareholder account information;

(b)   Control Book (also known as “Super Sheet”).  Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

 
 

 


(c)   “Blue Sky” Reporting .  The Fund or Transfer Agent shall (i) identify to the Sub-Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the  establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State.  The responsibility of the Sub-Transfer Agent for the Fund’s blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and providing a system which will enable the Fund to monitor the total number of Shares sold in each State;

(d)   National Securities Clearing Corporation (the “NSCC”).   (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Fund), in accordance with instructions transmitted to and received by the Sub-Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Sub-Transfer Agent;  (ii) issue instructions to Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund’s records on DST Systems, Inc. computer system TA2000 (“TA2000 System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e)   New Procedures.  New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Transfer Agent and the Sub-Transfer.  The Sub-Transfer Agent may at times perform only a portion of these services and the Transfer Agent, the Funds or their agent may perform these services on the Fund’s behalf;

(f)   Anti-Money Laundering (“AML”) Delegation.  If the Transfer Agent elects to delegate to the Sub-Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule (“Schedule 1.2(f)), entitled “AML Delegation,” which may be changed from time to time subject to mutual written agreement between the parties.  In consideration of the performance of the duties by the Sub-Transfer Agent pursuant to this Section 1.2(f) , the Transfer Agent agrees to pay the Sub-Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below.

1.3
Fiduciary Accounts .  With respect to certain retirement plans (such as individual retirement accounts (“IRAs”)) or accounts, SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) Plans (collectively, such accounts, “Fiduciary Accounts”), the Sub-Transfer Agent, at the request of the Transfer Agent, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by New York Life Trust Company, account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

 
 

 

2.    Exception Services

2.1
Transactions shall be deemed exception services (“Exception Services”) when such transactions:

(a)  Require the Sub-Transfer Agent to use methods and procedures other than those usually employed by the Sub-Transfer Agent to perform services under Section 1 of this Agreement;

(b)  Involve the provision of information to the Sub-Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c)  Require more manual intervention by the Sub-Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3.    Fees and Expenses

3.1
Fee Schedule.   For the performance by the Sub-Transfer Agent pursuant to this Agreement, the Transfer Agent agrees to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule  (“Schedule 3.1”).  Such fees and out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Sub-Transfer Agent.

3.2
Out-of-Pocket Expenses.  In addition to the fee paid under Section 3.1 above, the Transfer Agent agrees to reimburse the Sub-Transfer Agent for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage and advances incurred by the Sub-Transfer Agent for the items set out in Schedule 3.1 attached hereto.  In addition, any other expenses incurred by the Sub-Transfer Agent at the request or with the consent of the Transfer Agent, will be reimbursed by the Fund.

3.3
Invoices.  The Transfer Agent agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute.  In the event of such a dispute, the Transfer Agent may only withhold that portion of the fee or expense subject to the good faith dispute.  The Transfer Agent shall notify the Sub-Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Transfer Agent is disputing any amounts in good faith.  If the Transfer Agent does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Transfer Agent.  The Fund shall settle such disputed amounts by payment of the agreed amount within five (5) days of the day on which the parties agree on the amount to be paid.  If no agreement is reached, then such disputed amounts shall be settled by law or legal process.

3.4
Cost of Living Adjustment .  Following the first anniversary of the date first written above, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-NU, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.  As used herein, “CPI-NU” shall mean the Consumer Price Index for all Urban Consumers, Northeast Urban region, as published by the United States Department of Labor, Bureau of Labor Statistics.

 
 

 


4.    Representations and Warranties of the Sub-Transfer Agent

The Sub-Transfer Agent represents and warrants to the Transfer Agent that:

4.1
It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2
It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3
It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform the services contemplated in this Agreement.

4.4
It is a transfer agent fully registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

4.5
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.6
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

5.    Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Sub-Transfer Agent that:

5.1
It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.

5.2
It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

5.3
All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.



 
 

 

5.4
Each Fund is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.5
A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

6.    Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

6.1
Obligation of Sender .  The Sub-Transfer Agent is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the “Security Procedure”) chosen for funds transfer and in the amount of money that the Sub-Transfer Agent has been instructed to transfer.  The Sub-Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time.  All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

6.2
Security Procedure .  The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Sub-Transfer Agent.  The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Sub-Transfer Agent in writing.  The Transfer Agent  must notify the Sub-Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent’s authorized personnel.  The Sub-Transfer Agent shall verify the authenticity of all Transfer Agent instructions according to the Security Procedure.

6.3
Account Numbers .  The Sub-Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order.  In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4
Rejection .  The Sub-Transfer Agent reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Sub-Transfer Agent’s receipt of such payment order; (b) if initiating such payment order would cause the Sub-Transfer Agent, in the Sub-Transfer Agent’s sole judgement, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Sub-Transfer Agent; or (c) if the Sub-Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

 
 

 

6.5
Cancellation Amendment .  The Sub-Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Sub-Transfer Agent reasonable opportunity to act.  However, the Sub-Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6
Errors .  The Sub-Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Sub-Transfer Agent complies with the payment order instructions as received and the Sub-Transfer Agent complies with the Security Procedure.  The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection  of errors in payment orders.

6.7
ACH Credit Entries/Provisional Payments .  When the Transfer Agent initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Sub-Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries.  Credits given by the Sub-Transfer Agent with respect to an ACH credit entry are provisional until the Sub-Transfer Agent receives final settlement for such entry from the Federal Reserve Bank.  If the Sub-Transfer Agent does not receive such final settlement, the Transfer Agent agrees that the Sub-Transfer Agent shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the entry.

6.8
Confirmation .  Confirmation of Sub-Transfer Agent’s execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Sub-Transfer Agent’s proprietary information systems, or by facsimile or call-back.  Transfer Agent must report any objections to the execution of an order within thirty (30) days.

7.    Data Access and Proprietary Information

7.1
The Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Sub-Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customer Data”) maintained by the Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Sub-Transfer Agent or other third party.  In no event shall Proprietary Information be deemed Customer Data.  The Transfer Agent agrees to treat all Proprietary Information as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder.  Without limiting the foregoing, the Transfer Agent agrees for itself and its employees and agents to:


 
 

 

(a)  Use such programs and databases (i) solely on the Transfer Agent’s computers, or (ii) solely from equipment at the location agreed to between the Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance with the Sub-Transfer Agent’s applicable user documentation;

(b)  Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agent’s computer(s)), the Proprietary Information;

(c)  Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Sub-Transfer Agent’s instructions;

(d)  Refrain from causing or allowing information transmitted from the Sub-Transfer Agent’s computer to the Transfer Agent’s terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e)  Allow the Transfer Agent to have access only to those authorized transactions as agreed to between the Sub-Transfer Agent and the Transfer Agent; and

(f)  Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent’s expense the rights of the Sub-Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2
Proprietary Information shall not include all or any portion of any of the foregoing items that:  (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Sub-Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3
The Transfer Agent acknowledges that its obligation to protect the Sub-Transfer Agent’s Proprietary Information is essential to the business interest of the Sub-Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Sub-Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine.  Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Sub-Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4
If the Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent shall endeavor in a timely manner to correct such failure.  Organizations from which the Sub-Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.  DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS.  THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 
 

 


7.5
If the transactions available to the Transfer Agent include the ability to originate electronic instructions to the Sub-Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Sub-Transfer Agent from time to time.

7.6
Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7 .  The obligations of this Section shall survive any earlier termination of this Agreement.

8.    Indemnification

8.1
The Sub-Transfer Agent shall not be responsible for, and the Transfer Agent shall indemnify and hold the Sub-Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a)  All actions of the Sub-Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, (including the defense of any law suit in which the Sub-Transfer Agent or affiliate is a named party), provided that such actions are taken in good faith and without negligence or willful misconduct;

(b)  The Transfer Agent’s lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Transfer Agent hereunder;

(c)  The reliance upon, and any subsequent use of or action taken or omitted, by the Sub-Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Sub-Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Transfer Agent, and which have been prepared, maintained or performed by the Transfer Agent or each Fund or any other person or firm on behalf of the Transfer Agent or each Fund including but not limited to any broker-dealer, TPA or previous transfer agent or registrar; (ii) any instructions or requests of the Transfer Agent or each Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Sub-Transfer Agent under this Agreement which are provided to the Sub-Transfer Agent after consultation with such legal counsel; or (iv) any paper or document reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d)  The acceptance of e-mail and facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs, the Funds or the Transfer Agent, and the reliance by the Sub-Transfer Agent on the broker-dealer, TPA, the Fund or the Transfer Agent ensuring that the original source documentation is in good order and properly retained;

 
 

 


(e)  The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(f)  The negotiation and processing of any checks, wires and ACH payments including without limitation for deposit into the Fund’s demand deposit account maintained at the Bank; or

(g)  Upon the Fund’s request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems

8.2
In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Transfer Agent may be required to indemnify the Sub-Transfer Agent, the Sub-Transfer Agent shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with respect to all developments concerning such claim.  The Transfer Agent shall have the option to participate with the Sub-Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Sub-Transfer Agent.  The Sub-Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Transfer Agent may be required to indemnify the Sub-Transfer Agent except with the Transfer Agent’s prior written consent.

9.    Standard of Care/Limitation of Liability

The Sub-Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents.  The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement.  This shall apply to Exception Services as defined in Section 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, Sub-Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by Sub-Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received hereunder by Sub-Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from Sub-Transfer Agent is being sought.

10.    Confidentiality

10.1
The Sub-Transfer Agent and the Transfer Agent each agrees that it will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Customer Information (as defined in Section 10.3 ), trade secrets, cost figures and projections, profit figures, business processes or procedures, Proprietary Information (as defined above) or any other secret or confidential information whatsoever, whether of the Sub-Transfer Agent or of the Transfer Agent, used or acquired by the Sub-Transfer Agent or the Transfer Agent during performance under this Agreement except in accordance with this Agreement (such party’s, “Confidential Information”).  Each of the Sub-Transfer Agent and the Transfer Agent further covenants and agrees to retain all such Confidential Information acquired during and after the term of this Agreement whatsoever in trust for the sole benefit of the Sub-Transfer Agent or the Transfer Agent and their successors and assigns.  In the event of breach of the foregoing by either party, the remedies provided by Section 7.3 shall be available to the party whose Confidential Information is disclosed.  

 
 

 


10.2
Each of the Sub-Transfer Agent and Transfer Agent agrees that it shall not (a) use any Confidential Information of the other party (including Customer Information) in any way for its own account or an account of a third party, except for the exercise of its rights and performance of its obligations under this Agreement or (b) disclose any such Confidential Information to any person other than (i) to its employees, agents and subcontractors who require access to such Confidential Information in connection with the exercise and performance of their obligations under this Agreement or (ii) to any other third party upon the written or e-mail instructions of the owner of the Confidential Information.  Any employee, agent or subcontractor to whom the Confidential Information of the other party is disclosed shall be subject to confidentiality obligations with respect to such Confidential Information at least as restrictive as those set forth in this Agreement.  Each of the Sub-Transfer Agent and Transfer Agent agrees that it shall not knowingly allow any unauthorized person access to the other party’s Confidential Information and that it shall take commercially reasonable actions to protect the confidentiality of the other party’s Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information.

10.3
For purposes of this Agreement, “Customer Information” shall mean all the customer identifying data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to the Fund’s customer(s) or prospective customer(s) and plan administrators, including without limitation, name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data.  For the avoidance of doubt, Customer Information shall include all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138).  This Agreement shall not be construed as granting any ownership rights to the Sub-Transfer Agent to Customer Information.

10.4
In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Sub-Transfer Agent will endeavor to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such inspection.  The Sub-Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

 
 

 


11.    Covenants of the Transfer Agent and the Sub-Transfer Agent

11.1
The Transfer Agent shall promptly furnish to the Sub-Transfer Agent a certified copy of the resolution of the Board of Directors of the Transfer Agent authorizing the appointment of the Sub-Transfer Agent and the execution and delivery of this Agreement.

11.2
The Sub-Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.3
The Sub-Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Sub-Transfer Agent agrees that all such records prepared or maintained by the Sub-Transfer Agent relating to the services to be performed by the Sub-Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.

11.4
The Sub-Transfer Agent maintains and will continue to maintain at each service location physical and information security safeguards against the destruction, loss, theft or alteration of the Transfer Agent’s Confidential Information, including Customer Information, in the possession of the Sub-Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements.  The Sub-Transfer Agent will, at a minimum, update its policies to remain compliant with regulatory requirements.  The Sub-Transfer Agent will meet with the Transfer Agent, at its request, on an annual basis to discuss information security safeguards.  If the Sub-Transfer Agent or its agents discover or are notified of that someone has violated security relating to the Transfer Agent’s Confidential Information, including Customer Information, the Sub-Transfer Agent will promptly (a) notify the Transfer Agent of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of the Sub-Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate, contain and address the violation, and (ii) provide the Transfer Agent with assurance reasonably satisfactory to the Transfer Agent that such violation will not recur.  

11.5
The Sub-Transfer Agent shall maintain, at a location other than its normal location, appropriate redundant facilities for operational back-up in the event of a power failure, disaster or other interruption. The Sub-Transfer Agent shall continuously back-up Fund records, and shall store the back-up in a secure manner at a location other than its normal location, so that, in the event of a power failure, disaster or other interruption at such normal location, the records will be maintained intact and will enable the Sub-Transfer Agent to perform the services under this Agreement. The Sub-Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Transfer Agent.  The Sub-Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Transfer Agent may participate in such test.  Upon request by the Transfer Agent, the Sub-Transfer Agent will provide the Transfer Agent with a letter assessing the most recent business continuity test results.  In the event of a business disruption that materially impacts the Sub-Transfer Agent’s provision of services under this Agreement, the Sub-Transfer Agent will promptly notify the Transfer Agent of the disruption and the steps being implemented under the business continuity plan.  

 
 

 


12.    Termination of Agreement

12.1
Term.  The initial term of this Agreement (the “Initial Term”) shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 12 .  Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Initial Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a “Renewal Term”).  One hundred and twenty (120) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term.  Otherwise the fees shall be increased pursuant to Section 3.5 of this Agreement.  Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of deconversion.

12.2
Early Termination.  Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to move any of its services provided by the Sub-Transfer Agent hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or without the required notice, the Sub-Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; however, there can be no guarantee or assurance that the Sub-Transfer Agent will be able to facilitate a conversion of services on such prior date.  In connection with the foregoing, should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of the Sub-Transfer Agent, the fees payable to the Sub-Transfer Agent shall be calculated as if the services had been performed by the Sub-Transfer Agent until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to the Sub-Transfer Agent, and the payment of all fees to the Sub-Transfer Agent as set forth shall be accelerated to the business day immediately prior to the conversion or termination of services.

12.3
Expiration of Term.   During the Initial Term or Renewal Term, whichever currently is in effect, should either party exercise its right to terminate, all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Transfer Agent.  Additionally, the Sub-Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination.

 
 

 

12.4
Confidential Information.  Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.5
Unpaid Invoices.  The Sub-Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Transfer Agent to the Sub-Transfer Agent being outstanding for more than ninety (90) days, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.3 of this Agreement.

12.6
Bankruptcy.   Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.

13.   Assignment and Third Party Beneficiaries

13.1
Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.  Any attempt to do so in violation of this Section shall be void.  Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2
Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the Transfer Agent, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Sub-Transfer Agent and the Transfer Agent.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3
This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent and the Transfer Agent.  Other than as provided in Section 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

14.   Subcontractors

14.1
The Sub-Transfer Agent may not, without written consent on the part of the Transfer Agent, subcontract for the performance hereof with any third party except with affiliates of the Sub-Transfer Agent, including DST Output, Inc..  The Sub-Transfer Agent shall be fully responsible to the Transfer Agent for the acts and omissions of any subcontractor that the Sub-Transfer Agent has engaged, as it is for its own acts and omissions.

 
 

 


14.2
Nothing herein shall impose any duty upon the Sub-Transfer Agent in connection with or make the Sub-Transfer Agent liable for the actions or omissions to act by unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Sub-Transfer Agent selected such company, the Sub-Transfer Agent shall have exercised due care in selecting the same.

15.   Miscellaneous

15.1
Amendment.  This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Transfer Agent.

15.2
Massachusetts Law to Apply.  This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3
Force Majeure.  In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes; provided, however, with regard to the Sub-Transfer Agent, this clause shall not apply to obligations which the Sub-Transfer Agent has specifically warranted that it will continue to perform during a Force Majuere event pursuant to its current business continuity plan subject to the terms and limitations in such plan.

15.4
Consequential Damages.  Neither party to this Agreement shall be liable to the other party for consequential, indirect or special damages under any provision of this Agreement or for any consequential, indirect or special damages arising out of any act or failure to act hereunder.

15.5
Survival.   All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6
Severability.  If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7
Priorities Clause.   In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

 
 

 


15.8
Waiver.   No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

15.9
Merger of Agreement.   This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10
Counterparts.   This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11
Reproduction of Documents.   This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process.  The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12
Notices.   All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a)
If to Boston Financial Data Services, Inc. to:
 
Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
Attn: Legal Department
Facsimile: (617) 483-2490

(b)
If to the Transfer Agent, to:
 
NYLIM Service Company LLC
169 Lackawanna Avenue
Parsippanny, New Jersey 07054
Attn:
Facsimile:
 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

     
BOSTON FINANCIAL DATA SERVICES, INC.
 
NYLIM SERVICE COMPANY LLC
     
By:
 
By:
     
Name:
 
Name:
     
Title:
 
Title:
     
     
Attest:
 
Attest:
     
Name:
 
Name:



SCHEDULE A
 
FUNDS

   
Mainstay All Cap Growth
Mainstay All Cap Value
Mainstay Capital Appreciation
Mainstay Common Stock
Mainstay Equity Index
Mainstay Large Cap Growth
Mainstay Map
Mainstay Mid Cap Growth
Mainstay Mid Cap Opportunity
Mainstay Mid Cap Value
Mainstay S&P 500 Index
Mainstay Small Cap Growth
Mainstay Small Cap Opportunity
Mainstay Small Cap Value
Mainstay High Yield Corporate Bond
Mainstay Total Return
Mainstay Global High Income
Mainstay International Equity
Mainstay Convertible
Mainstay Conservative Allocation
Mainstay Growth Allocation
Mainstay Moderate Allocation
Mainstay Moderate Growth Allocation
Mainstay Value
Mainstay Cash Reserves
Mainstay Diversified Income
Mainstay Floating Rate
Mainstay Government
Mainstay Short Term Bond
Mainstay Tax Free Bond
Mainstay Asset Manager
Mainstay Balanced
Mainstay Intermediate Term Bond
Mainstay Money Market
Mainstay Indexed Bond
Mainstay Large Cap Opportunity
Mainstay Growth Equity
 
MainStay ICAP Equity Fund
MainStay ICAP Select Equity Fund
MainStay ICAP International Fund
 
McMorgan Equity Investment
McMorgan Balanced
McMorgan High Yield
McMorgan Fixed Income
McMorgan Intermediate fixed Income
McMorgan Principal Preservation


 
 

 


     
BOSTON FINANCIAL DATA SERVICES, INC.
 
NYLIM SERVICE COMPANY LLC
     
By:
 
By:
     
Name:
 
Name:
     
Title:
 
Title:
     


 
 

 



SCHEDULE 1.2(f)
AML DELEGATION

1.             Delegation.  In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, (collectively, the “USA PATRIOT Act”), the Transfer Agent and the Funds have developed and implemented a written anti-money laundering program (the “AML Program”), which is designed to satisfy the requirements of the USA PATRIOT Act.  Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent.  The Funds have made such a delegation to the Transfer Agent.  In accordance with the Funds’ delegation, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain delegated duties pursuant to the AML Program and the Sub-Transfer Agent desires to accept such delegation.

2.             Limitation on Delegation .  The Transfer Agent acknowledges and agrees that in accepting the delegation hereunder, the Sub-Transfer Agent is agreeing to perform only those services that have been expressly delegated hereby as the same may from time to time be amended and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Funds with the USA PATRIOT Act or for any other matters delegated by the Funds to the Transfer Agent that have not been further delegated hereunder. Additionally, the parties acknowledge and agree that the Sub-Transfer Agent shall only be responsible for performing the delegated duties with respect to the ownership of, and transactions in, shares in the Funds for which the Sub-Transfer Agent maintains the applicable shareholder information.

3.             Consent to Examination.  In connection with the performance by the Sub-Transfer Agent of the delegated duties below, the Sub-Transfer Agent understands and acknowledges that the Transfer Agent and the Funds remain responsible for assuring compliance with the USA PATRIOT Act and that the records the Sub-Transfer Agent maintains for the Transfer Agent on behalf of the Funds relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance.  The Sub-Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review.  For purposes of such examination and/or inspection, the Sub-Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

4.             Delegated Duties .  

4.1
Consistent with the services provided by the Sub-Transfer Agent and with respect to the beneficial ownership of, and transactions in, shares in the Fund for which the Sub-Transfer Agent maintains the applicable shareholder information, the Sub-Transfer Agent shall:

(a)  Submit all financial and non-financial transactions through the Office of Foreign Assets Control (“OFAC”) database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

 
 

 


(b)
 Review special payee checks through the OFAC database;

(c)
Review redemption transactions that occur within thirty (30) days of account establishment or maintenance;

(d)
Review wires sent pursuant to banking instructions other than those on file with the Sub-Transfer Agent;

(e)
Review accounts with small balances followed by large purchases;

(f)
Review accounts with frequent activity within a specified date range followed by a large redemption;
   
(g)
On a daily basis, review purchase and redemption activity per tax identification number (“TIN”) within the Funds to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(h)
Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file IRS Form 8300 and issue the Shareholder notices required by the IRS;

(i)
Determine when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR.  Provide the Transfer Agent with a copy of the SAR within a reasonable time after filing; notify the Transfer Agent if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR;

(j)
Compare account information to any FinCEN request received by the Transfer Agent and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a).  Provide the Transfer Agent with documentation/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames;

(k)
In accordance with procedures agreed upon by the parties (which may be amended from time to time by mutual agreement of the parties) (i) verify the identity of any person seeking to open an account with a Fund, (ii) maintain records of the information used to verify the person’s identity and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorists organizations provided to the Transfer Agent by any government agency; and

(l)
Denote new foreign correspondent accounts with a distinct social code at account set-up when account set-up is performed by the Sub-Transfer Agent or, if account set-up is performed by a party other than the Sub-Transfer Agent, at such other time as required documentary evidence for a foreign correspondent account is presented in good order to the Sub-Transfer Agent.   Upon request by the Transfer Agent, generate periodic reports of foreign correspondent accounts for review by the Transfer Agent or the Fund for purposes of compliance with USA PATRIOT Act, Section 312.
 
 
4.2
In the event that the Sub-Transfer Agent detects suspicious activity as a result of the foregoing procedures, which necessitates the filing by the Sub-Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Sub-Transfer Agent shall also immediately notify the Transfer Agent, unless prohibited by applicable law.

 
 

 

 
     
BOSTON FINANCIAL DATA SERVICES, INC.
 
NYLIM SERVICE COMPANY LLC
     
By:   /s/ Steve Silverman
 
By:   /s/ Robert E. Brady
     
Name: Steve Silverman
 
Name:  Robert E. Brady
     
Title:  Client Relationship Manager
 
Title:  Client Relationship Manager
     

 
 

 

SCHEDULE 3.1
 
FEES
 
Fee Term: October 1, 2005 through October 1, 2008

General : Fees are annual and are billed on a monthly basis at the rate of 1/12 of the annual fee.  A charge is made for an account in the month that an account opens or closes.  

Accounts Serviced Fees
 
   
Matrix Level 3 Accounts
 
 
$5.08/per Account
Non- Matrix Level 3 Accounts
 
     First 1,000,000 Non-ML3 Accounts
 
 
$7.08/per Account
     1,000,001+ Non-ML3 Accounts
 
 
$6.83/per Account
   
Transaction Fees
 
   
Auto Purchase Transactions
 
 
$0.50/per Account
Non-Auto Purchase Transactions
 
 
$1.40/per Account
ACH Transactions
 
 
$0.60/per transaction
Check-writing item
 
 
$1.15/per check
   
Other Fees
 
   
Fund Minimum*
 
 
$5,000 Per CUSIP
Out of Pocket Expenses**
 
 
Billed as Incurred

*Fund Minimum Note:  For funds opened prior to December 31, 2004, the fund minimum will be waived.  The accounts serviced fee will apply for these funds.  In the event that a fund, opened prior to December 31, 2004, is closed, the fund minimum will be invoked until the fund is purged from the DST system.  For funds opened after December 31, 2004, the fund minimum will be invoked only if the accounts serviced fee is less than $416.67 for any given month.

**Out-of Pocket expenses include but are not limited to: costs associated with mailing expenses, (i.e. statements, stationery, checks, certificates, printing, postage, etc.) forms, microfilm, microfiche, COOL and expenses incurred at the specific direction of the fund.  Postage for mass mailings is due seven (7) days in advance of the mailing date.

Note: NYLIM will continue to be billed an out-of-pocket expense for 2 dedicated DST programmers through December 31, 2005.  Effective January 1, 2006, the equivalent of 2 dedicated DST programmers will be provided to NYLIM at no charge.  Excess programming hours will be billed at the then current DST programming rate.  As of September 2005 the DST programming rate is $160.00 per hour.

 
 

 
 
A Cost of Living Adjustment will apply in accordance with Section 3.4 of the Agreement.
 

 

 
SCHEDULE 3.1
 
(continued)



     
BOSTON FINANCIAL DATA SERVICES, INC.
 
NYLIM SERVICE COMPANY LLC
     
By:   /s/ Steve Silverman
 
By:   /s/ Robert E. Brady
     
Name: Steve Silverman
 
Name:  Robert E. Brady
     
Title:  Client Relationship Manager
 
Title:  Client Relationship Manager
     


 
 

 


 
AMENDMENT
TO
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment to the Sub-Transfer Agency and Service Agreement (the “Amendment”) is made as of the 1 st day of October, 2008 by and between NYLIM Service Company LLC (“Transfer Agent”) and Boston Financial Data Services, Inc. (“Sub-Transfer Agent”).

WHEREAS, the parties hereto have entered into a Sub-Transfer Agency and Service Agreement dated as of October 1, 2005, which was amended on June 18, 2007 (collectively, the “Agreement”);

WHEREAS, pursuant to Section 15.1 of the Agreement, the parties wish to amend the Agreement;

NOW, THEREFORE, notwithstanding anything to the contrary contained in the above-cited Agreement, and for good and adequate consideration, the receipt of which is hereby acknowledged, the Transfer Agent and Sub-Transfer Agent agree that the Agreement is hereby amended as follows:

 
1.
Section 1.1 (Terms of Appointment; Duties – Sub-Transfer Agency Services) .  Section 1.1 is hereby amended to add the following provisions;

(p)           pursuant to instructions provided by Shareholders, reinvest income dividends and capital gains distributions in additional Shares of the Funds.

 
2.
Section 1.2 (Additional Services) .  Section 1.2 is hereby amended to add the following provision:

(g)            Off-NAV Processing.   Utilize a system to identify all share transactions which involve purchase, redemption and repurchase orders that are processed at a time other than the time of the computation of NAV per share next computed after receipt of such orders, and shall compute the net effect upon the Funds of such transactions so identified on a daily and cumulative basis.

 
3.
Section 3.1 (Fee Schedule) .  Section 3.1 to the Agreement is hereby deleted in its entirety and replaced with the following Section 3.1:

 
3.1
Fee Schedule .  For the performance the Sub-Transfer Agent pursuant to this Agreement, the Transfer Agent agrees to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule (“Schedule 3.1”).  Such fees and out-of-pocket expenses may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Sub-Transfer Agent.

 
4.
Section 3.4 (Cost of Living Adjustment) .  Section 3.4 of the Agreement is hereby deleted in its entirety.
 


 
 
5.
Section 8.3 (As-of Adjustments) .  The following Section 8.3 is hereby added to the Agreement.

8.3            As-of Adjustments .

(a)           Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, the Sub-Transfer Agent will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of shareholder instructions, but the Sub-Transfer Agent will discuss with the Transfer Agent the Sub-Transfer Agent’s accepting liability for an “as of” on a case-by-case basis and, subject to the limitation set forth in Section 9 , will accept financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, the Sub-Transfer Agent’s conduct was culpable and the Sub-Transfer Agent’s conduct is the sole cause of the loss.  A loss is “material” for purposes of this Section 8.3 when it results in a pricing error on a particular transaction which equals or exceeds one full cent ($.01) per Share times the number of Shares outstanding or such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time.

(b)           If the net effect of the “as of” transactions that are determined to be caused solely by the Sub-Transfer Agent is negative and exceeds the above limit, then the Sub-Transfer Agent shall promptly contact the Transfer Agent.  The Sub-Transfer Agent will work with the Transfer Agent to determine what, if any, impact the threshold break has on the Fund’s Net Asset Value and what, if any, further action is required.  These further actions may include but are not limited to, the Fund re-pricing the affected day(s), the Sub-Transfer Agent re-processing, at its expense, all affected transactions in the Fund that took place during the period or a payment to the Transfer Agent.  The Transfer Agent agrees to work in good faith with the Sub-Transfer Agent and wherever possible, absent a regulatory prohibition or other mutually agreed upon reason, the Fund agrees to re-price the affected day(s) and to allow the Sub-Transfer Agent to re-process the affected transactions.  When such re-pricing and re-processing is not possible, and when the Sub-Transfer Agent must contribute to the settlement of a loss, the Sub-Transfer Agent’s responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all Shares owned by the affected Portfolio (i.e., on the basis of the value of the Shares of the total Portfolio, including all classes of that Portfolio, not just those of the affected class) and the Sub-Transfer Agent will make such account adjustments and take such other action as is necessary to compensate Shareholders for Shareholder losses and reimburse the Fund for the amount of Fund losses in accordance with the foregoing standards.  If the Transfer Agent contributes to the settlement of a loss, the amount paid by the Transfer Agent shall be deducted from the amount of any accumulated losses calculated in the fiscal year monitoring process described below.


 

 
(c)           The Sub-Transfer Agent will monitor all Portfolios across Share classes to determine the accumulated gain or loss effect of “as-of trades” caused solely by the Sub-Transfer Agent.  At the fiscal year end of each Portfolio, if the Portfolio has an accumulated loss across Share classes that is attributed to the Sub-Transfer Agent, then the Sub-Transfer Agent shall pay to the Fund the amount of such loss in excess of $.01 per Share calculated on the basis of the total value of all Shares owned by the affected Portfolio (i.e., on the basis of the value of the Shares of the total Portfolio, including all classes of that Portfolio, not just those of the affected class).  If at the end of the fiscal year, a Portfolio has accumulated a gain across Share classes, that gain will remain with the Fund

 
6.
Section 12.1 (Term). Section 12.1 is hereby deleted in its entirety and replaced it with the following:

 
12.1
Term.   The term of this Agreement (the “Term”) shall be three (3) years effective October 1, 2008 through September 20, 2011, unless terminated pursuant to the provisions of this Section 12 .  Unless a terminating party gives written notice to the other party one hundred and twenty (120) days before the expiration of the Term or any Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a “Renewal Term”).  One hundred and twenty (120) days before the expiration of the Term or Renewal Term, the parties to this Agreement will agree upon a Fee Schedule for the upcoming Term or Renewal Term.  Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of deconversion.  All references in this Agreement to “Initial Term” shall be replaced with “Term.”

 
7.
Schedule 3.1 (Fees).   Schedule 3.1 is hereby deleted in its entirety and replaced with the Schedule 3.1 attached hereto.

 
8.
Schedule A (Funds).   Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

 
9.
All defined terms and definitions in the Agreement shall be the same in this amendment (the “Amendment”) except as specifically revised by this Amendment.

 
10.
Except as specifically set forth in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.


*           *           *           *           *


 


IN WITNESS WHEREOF, the Transfer Agent and Sub-Transfer Agent have executed this Amendment as of the date first written above and thereby have made it an integral part of the Agreement.
 

BOSTON FINANCIAL
NYLIM SERVICE COMPANY LLC
DATA SERVICES, INC.
 
   
By: __________________________
By: __________________________
   
Name: ________________________
Name: ________________________
   
Title: _________________________
Title: _________________________





SCHEDULE A
 
FUNDS
 
MainStay 130/30 Core Fund
MainStay Intermediate Term Bond Fund
MainStay 130/30 Growth Fund
MainStay International Equity Fund
MainStay 130/30 High Yield Fund
MainStay Large Cap Growth Fund
MainStay 130/30 International Fund
MainStay Large Cap Opportunity Fund
MainStay   All Cap Growth Fund
MainStay MAP Fund
MainStay Balanced Fund
MainStay Mid Cap Growth Fund
MainStay Capital Appreciation Fund
MainStay Mid Cap Opportunity Fund
MainStay Cash Reserves Fund
MainStay Mid Cap Value Fund
MainStay Common Stock Fund
MainStay Moderate Allocation Fund
MainStay Conservative Allocation Fund
MainStay Moderate Growth Allocation Fund
MainStay Convertible Fund
MainStay   Money Market Fund
MainStay Diversified Income Fund
MainStay Principal Preservation Fund
MainStay Equity Index Fund
MainStay Retirement 2010 Fund
MainStay Floating Rate Fund
MainStay Retirement 2020 Fund
MainStay Global High Income Fund
MainStay Retirement 2030 Fund
MainStay Government Fund
MainStay Retirement 2040 Fund
MainStay Growth Allocation Fund
MainStay Retirement 2050 Fund
MainStay Growth Equity Fund
MainStay S&P 500 Index Fund
MainStay High Yield Corporate Bond Fund
MainStay Short-Term Bond Fund
MainStay ICAP Equity Fund
MainStay Small Cap Growth Fund
MainStay ICAP Global Fund
MainStay Small Cap Opportunity Fund
MainStay ICAP International Fund
MainStay Small Cap Value Fund
MainStay ICAP Select Equity Fund
MainStay Tax Free Bond Fund
MainStay Income Manager Fund
MainStay Total Return Fund
MainStay Indexed Bond Fund
MainStay Value Fund
MainStay Institutional Bond Fund
 

 


SCHEDULE A



BOSTON FINANCIAL
NYLIM SERVICE COMPANY LLC
DATA SERVICES, INC.
 
   
By: __________________________
By: __________________________
   
Name: ________________________
Name: ________________________
   
Title: _________________________
Title: _________________________




 





SCHEDULE 3.1
FEES AND EXPENSES
Effective date: October 1, 2008 through September 30, 2011

General :  Fees are billable on a monthly basis at the rate of 1/12 of the annual fee.  A charge is made for an account in the month that an account opens or closes.

Annual Account Service Fees:
 
For the first 1,000,000 accounts*:
 
Matrix Level 3 Accounts
$7.49/account
   
Non-Matrix Level 3 Accounts
$9.63/account
 
*All Accounts Serviced in excess of 1,000,000 will be discounted by $0.50 per Account.

Transaction Fees :
 
ACH Transaction
$0.64/transaction
   
Check-writing item
$1.23/check

Other Fees:
 
Complex Base Fee
$1,100,000/year

Complex Base Fee:
 
 
·
The following out-of-pocket and service fees have been reduced and bundled into the Complex Base Fee noted above:
 
 
(i)
Fund Minimums (see note below).
 
 
(ii)
TA2000 Voice Fees.  (Any related out of pocket charges as such as AT&T long distance, advanced features, etc. would continue to be invoiced).
 
 
(iii)
Remote access to COOL Technology.
 
 
(iv)
COMMFEE charges.
 
 
(v)
Average Cost charges.
 
 
(vi)
Fan Web charges. (Any Fan Web Development charges would continue to be billed as an Out-of-Pocket charge.)
 
 
(vii)
Patriot Act / AML charges.
 
 
(viii)
Regulatory Compliance charges billed per CUSIP.
 
 
(ix)
Compliance Plus charge.


 
SCHEDULE 3.1
 
SCHEDULE 3.1
FEES AND EXPENSES
(continued)

 
·
The Complex Base Fee covers the first 300 CUSIPS, therefore eliminating the Sub-Transfer Agent’s Fund Minimum charge.  However, should the Transfer Agent exceed 300 CUSIPS, the Sub-Transfer Agent will increase the Complex Base Fee in increments of $50,000/year to cover additional blocks of 50 CUSIPS.  (New fund implementation charges would still apply.)

Dedicated Programmers.    The Sub-Transfer Agent will provide the Transfer Agent with the equivalent of (2) Dedicated Programmers at no charge.  Excess programming hours (if applicable) would continue to be billed at the then current rates.

Sales Connect .  If the Transfer Agent elects to utilize Sales Connect, the Sub-Transfer Agent will waive the $50,000 implementation fee and $180,000/year in on-going charges.  In order for the foregoing to apply, the Transfer Agent must provide the Sub-Transfer Agent’s affiliate, DST Systems, Inc., with a complete and accurate listing of all proprietary dealer office locations and sales agents, including trading IDs, in a mutually agreeable format and frequency.

DDA Balance Earnings Credits:  The parties acknowledge that the Transfer Agent and the Funds have received certain fee concession from the Sub-Transfer Agent in the terms of this Schedule 3.1.  Accordingly, as part of the overall fee arrangement and in lieu of additional fees, the Sub-Transfer Agent shall retain up to the first $1 million in DDA balance earnings credits received, per year, on the DDAs maintained by the Sub-Transfer Agent in connection with performing the services for the Transfer Agent and the Funds under this Agreement.  The DDA balance earnings credits per year calculation shall be based on the contract term cycle of October 1st through September 30th rather than on a calendar year.  Any balance earnings credits in excess of $1 million received on such DDAs shall be divided equally between the Sub-Transfer Agent and the Funds.

Out-of-Pocket Expenses :  Billed as incurred in accordance with Section 3.2 of the Agreement.  Out-of-pocket expenses, including but are not limited to confirmation production, postage, forms, telephone, microfilm, mailing and tabulating proxies, records storage and advances incurred by the Sub-Transfer Agent.  The Transfer Agent will pay a flat fee of $20,000/month for reports stored on COOL in lieu of paying Microfiche charges.

BOSTON FINANCIAL
 
NYLIM SERVICE COMPANY LLC
DATA SERVICES, INC.
   
         
By:
/s/ Richard J. Ahl
 
By:
/s/ Robert E. Brady
         
Name:
Richard J. Ahl
 
Name:
Robert E. Brady
         
Title:
Senior Vice President
 
Title:
President


 

MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT


THIS AGREEMENT is made as of the 30th day of June, 2005, by and between New York Life Investment Management LLC (”NYLIM”), and Investors Bank & Trust Company, a Massachusetts trust company (the “Bank”).

WHEREAS, NYLIM is the manager and/or administrator of the Funds listed on Appendix A (each a “Fund”, collectively “the Funds”), and, each Fund is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and is authorized to issue shares of common stock (the “Shares”) in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Bank provides services as a fund accounting agent and administrator of registered investment companies; and

WHEREAS, NYLIM provides certain administration and accounting services to the series of the Funds and NYLIM wishes to continue to perform such services; and

WHEREAS, NYLIM and the Bank desire to enter into an agreement pursuant to which the Bank shall provide fund sub-accounting and sub-administrative services on behalf of those certain investment portfolios of the Funds listed on Appendix A hereto (each hereinafter, a “Portfolio”), as such Appendix A may be amended from time to time

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.
Appointment.

NYLIM hereby retains the Bank as sub-administrator and fund sub-accountant of the Portfolios for the period and on the terms set forth in this Agreement.  The Bank accepts such appointment and agrees to render the services herein set forth, for the compensation as may be agreed to from time to time in writing between the parties.

2.
Definitions .

Whenever used herein, the terms listed below will have the following meaning:

2.1   Authorized Person .  Authorized Person will mean any of the persons duly authorized to give Proper Instructions or otherwise act on behalf of NYLIM, and set forth in a certificate in such form as may be acceptable to the Bank, it being understood that upon the occurrence of any change in the information set forth in the most recent certification on file (including without limitation any person named in the most recent certification who is no longer an Authorized Person as designated therein), NYLIM will provide a new or amended certification setting forth the change and the new, additional or omitted names or signatures. The Bank will be entitled to rely and act upon any Proper Instruction given to it by NYLIM which has been signed by Authorized Persons named in the most recent certification received by the Bank.

2.2   Proper Instructions .  Unless otherwise provided in this agreement, the Bank shall act only upon Proper Instructions.  Proper Instructions shall mean instructions (which may be continuing instructions) to the Bank regarding the provision of services under this Agreement given by an Authorized Person, such instructions to be given in such form and manner as the Bank and a Fund shall agree upon from time to time.  Oral instructions will be considered Proper Instructions if the Bank reasonably believes them to have been given by an Authorized Person. NYLIM shall cause all oral instructions to be promptly confirmed in writing by an Authorized Person. The Bank shall act upon and comply with any subsequent Proper Instruction which modifies a prior instruction and the sole obligation of the Bank with respect to any follow-up or confirming instruction shall be to make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report such discrepancy to an Authorized Person. NYLIM shall be responsible, at its own expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error, and to the extent such action requires the Bank to act, NYLIM shall give the Bank specific Proper Instructions as to the action required.  Proper Instructions may include communication effected directly between electro-mechanical or electronic devices.  The Bank shall make available to NYLIM, typically by 7:00 p.m. EST each business day, all transaction activity posted on such Fund’s account(s) on such business day, together with historical transaction activity for such Fund.

 
1

 



3.
Services as Portfolio Accountant.

(a)           Subject to the direction and control of NYLIM, as manager and/or administrator of the Funds, and utilizing information provided by each Fund and its current and prior agents and service providers, the Bank will, all as set forth in Appendixes B and C hereto: (1) calculate daily net asset values of the Portfolio (i) in accordance with each Fund’s operating documents and valuation procedures adopted by the Board of Trustees/Directors of each Fund as provided to the Bank, (ii) based on security valuations provided or directed by each Fund, each Fund’s investment adviser, and pricing service(s) as provided herein, and (iii) based on expense accrual amounts provided by the Fund or a representative or agent of the Fund; (2) maintain all general ledger accounts and related sub-ledgers needed as a basis for the calculation of each Portfolio’s net asset value; (3) communicate at an agreed-upon time the net asset values for each Portfolio to parties as agreed upon from time to time, and (4) assist NYLIM in conducting various aspects of the Funds’ administrative operations.  The duties of the Bank shall be confined to those expressly set forth therein, and no implied duties are assumed by or may be asserted against the Bank hereunder. The Bank represents and warrants that it will use reasonable best efforts in performing its duties outlined in Appendixes B and C hereto and will perform such duties in compliance with the requirements of the federal securities laws, and in conformity with industry practices.

(b)           NYLIM shall use its reasonable best efforts to cause the officers, directors, investment adviser(s) and sub-advisers, legal counsel, independent accountants, administrator, transfer agent, and other service providers and agents, past or present, for each Portfolio to cooperate with the Bank and to provide the Bank with such information, documents and advice relating to the Portfolio and the Fund as necessary and/or appropriate or as requested by the Bank, in order to enable the Bank to perform its duties hereunder.  In connection with its duties hereunder, the Bank shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Proper Instructions, advice, information or documents provided to the Bank by any Authorized Person.  The Bank shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by an Authorized Person.  The Bank shall not be held to have notice of any change of authority of any Authorized Person until receipt of written notice thereof from the Fund.  As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services to the Funds.  Upon termination of this Agreement, the Bank will deliver all records related to the services performed under this agreement.

(c)           To the extent required by Rule 31a-3 under the 1940 Act, the Bank hereby agrees that all records which it maintains for each Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request.  Subject to the terms of Section 6, and where applicable, the Bank further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which are maintained by the Bank for the Fund.

 
2

 



(d)           The Bank shall employ one or more pricing services, as directed by NYLIM, on behalf of each Fund, to determine valuations of portfolio securities.  NYLIM shall identify to the Bank the pricing service(s) to be utilized on behalf of each Fund.   The Bank shall value the securities at prices provided by such services.  For those securities where prices are not provided by the pricing service(s) utilized by the Bank, each Fund’s Board of Directors/Trustees or its Valuation Committee shall approve, in good faith, the method for determining the fair value of the securities and provide a copy of the Fund’s Valuation Procedures to the Bank.  The Fund’s investment adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to the Bank the resulting prices for use in connection with its marking to market the value of a Portfolio’s portfolio securities.  The Bank is authorized to rely on the prices provided by such service(s) or by the Fund’s investment adviser(s) or other authorized representative of the Fund without investigation or verification.

(e)           Each party will comply with all applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of 2002, and with respect to such laws, rules and regulations promulgated thereunder, and the policies and limitations of each Portfolio relating to the portfolio investments as set forth in the Prospectus and Statement of Additional Information, or as otherwise directed in Proper Instructions.  The Bank’ monitoring and other functions hereunder shall not relieve the Board and the investment adviser(s) of their primary day-to-day responsibility for assuring such compliance.

(f)           The Bank shall use its reasonable best efforts to cause its employees who are deemed to be “access persons” under a Fund’s code of ethics to report all personal securities transactions as required by such code of ethics.

4.
Fund Evaluation and Yield Calculation.

(a)   Fund Evaluation .  The Bank shall compute and, unless otherwise directed by the Board of a Fund, determine as of the close of regular trading on the New York Stock Exchange on each day on which said Exchange is open for unrestricted trading and as of such other days, or hours, if any, as may be authorized by the Board of a Fund, the net asset value and the public offering price of a share of capital stock of each Fund, such determination to be made in accordance with the provisions of the Articles and By-laws of the Fund and the Prospectus and Statement of Additional Information relating to the Fund, as they may from time to time be amended, and any applicable resolutions of the Board at the time in force and applicable; and promptly to notify the Fund, the proper exchange and the NASD or such other persons as the Fund may request of the results of such computation and determination.  In computing the net asset value hereunder, the Bank may rely in good faith upon information furnished to it by any Authorized Person in respect of (i) the manner of accrual of the liabilities of the Fund and in respect of liabilities of a Fund not appearing on its books of account kept by the Bank, (ii) reserves, if any, authorized by the Board or that no such reserves have been authorized, (iii) the source of the quotations to be used in computing the net asset value, (iv) the value to be assigned to any security for which no price quotations are available, and (v) the method of computation of the public offering price on the basis of the net asset value of the shares, and the Bank shall not be responsible for any loss occasioned by such reliance or for any good faith reliance on any quotations received from a source pursuant to (iii) or (iv) above.

(b)   Yield Calculation.   The Bank will compute the performance results of the Portfolios (the “Yield Calculation”) in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the “Releases”) promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof (“Subsequent Staff Positions”), and as may be defined in the Funds’ prospectuses and statements of additional information, subject to the terms set forth below:

 
3

 



(i)           The Bank shall compute the Yield Calculation for each Portfolio for the stated periods of time as shall be mutually agreed upon, and communicate in a timely manner the result of such computation to NYLIM.

(ii)           In performing the Yield Calculation for a Portfolio, the Bank will derive the items of data necessary for the computation from the records it generates and maintains for the Portfolio pursuant Section 16 hereof.  The Bank shall have no responsibility to review, confirm, or otherwise assume any duty or liability with respect to the accuracy or correctness of any such data supplied to it by NYLIM, the Fund, any of the Fund’s designated agents or any of the Fund’s designated third party providers.

(iii)           At the request of the Bank, a Fund shall provide, and the Bank shall be entitled to rely on, written standards and guidelines to be followed by the Bank in interpreting and applying the computation methods set forth in the Releases or any Subsequent Staff Positions as they specifically apply to a Portfolio.  In the event that the computation methods in the Releases or the Subsequent Staff Positions or the application to a Portfolio of a standard or guideline is not free from doubt or in the event there is any question of interpretation as to the characterization of a particular security or any aspect of a security or a payment with respect thereto ( e.g., original issue discount, participating debt security, income or return of capital, etc.) or otherwise or as to any other element of the computation which is pertinent to the Fund, NYLIM, the Fund or any of the Fund’s designated agents shall have the full responsibility for making the determination of how the security or payment is to be treated for purposes of the computation and how the computation is to be made and shall inform the Bank thereof on a timely basis.  The Bank shall have no responsibility to make independent determinations with respect to any item which is covered by this Section, and shall not be responsible for its computations made in accordance with such determinations so long as such computations are mathematically correct.

(iv)           NYLIM shall keep the Bank informed of all publicly available information and of any non-public advice, or information obtained by the Fund from its independent auditors or by its personnel or the personnel of its investment adviser, or Subsequent Staff Positions related to the computations to be undertaken by the Bank pursuant to this Agreement and the Bank shall not be deemed to have knowledge of such information (except as contained in the Releases) unless it has been furnished to the Bank in writing.
 
5.
Fees; Delegation; Expenses.

(a)           For the services rendered by the Bank hereunder, NYLIM will pay to the Bank such fees at such rate as shall be agreed upon in writing by the parties from time to time.  NYLIM will also pay or reimburse the Bank from time to time for any necessary and proper disbursements, expenses and charges made or incurred by the Bank in the performance of this Agreement (including any duties listed on any Schedule hereto, if any, but excluding Bank’s overhead) including any indemnities for any loss, liabilities or expense to the Bank as provided herein.  The Bank will also be entitled to reimbursement by NYLIM for all reasonable expenses incurred in conjunction with termination of this Agreement and any conversion or transfer work done in connection therewith, except with respect to a termination by NYLIM due to a breach by Bank of this Agreement.

 
4

 



(b)           Fees and expenses will be calculated monthly.  Fees and expenses are owed between Bank and NYLIM.  No claim, including a lien, shall be permitted against a Portfolio by Bank.  NYLIM will have sixty (60) days after the receipt of an invoice to dispute any charge that appears on such invoice.  After such sixty (60) day period, the invoice will be deemed to be complete and accurate and may no longer be disputed.

(c)           The Bank shall not be required to pay or finance any costs and expenses incurred in the operation of a Portfolio, including, but not limited to: security pricing services; outside auditing and legal expenses; expenses in connection with the electronic transmission of documents and information; research and statistical data services; fees and expenses associated with internet, e-mail and other related activities; and extraordinary expenses.

6.
Proprietary and Confidential Information.

Both parties hereto agree than any non-public information obtained hereunder concerning the other party or a Fund is confidential and may not be disclosed without the consent of the other party or the Fund, as the case may be, except as may be required by applicable law or at the request of a governmental agency.  The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity, to an injunction or injunctions without bond or other security to prevent breaches of this provision.

The Bank agrees on behalf of itself and its employees to treat confidentially and as proprietary information of NYLIM and of each Fund and nonpublic personal information of the Funds’ “customers” (each as defined in Rule 3 of Regulation S-P) (collectively, “Confidential Information”), not to use such Confidential Information for any purpose other than performance of its responsibilities and duties hereunder, and not to disclose such Confidential Information except where the Bank may be exposed to civil or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or court process, when subject to governmental or regulatory audit or investigation, or when so requested by NYLIM on behalf of a Fund. In case of any requests or demands for inspection of the records of a Portfolio, the Bank will endeavor to notify NYLIM promptly and to secure instructions from a representative of NYLIM as to such inspection. Records and information which have become known to the public through no wrongful act of the Bank or any of its employees, agents or representatives, and information which was already in the possession of the Bank prior to receipt thereof, shall not be subject to this paragraph.  The parties agree that they shall abide by the provisions of the Gramm-Leach-Bliley Act (“GLB”) and other applicable privacy laws and shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement, GLB or any other applicable privacy laws and regulations.

7.
Limitation of Liability.

(a)   Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank or any of its officers, directors or employees (collectively, the “Bank Indemnified Parties”) be liable to NYLIM or any third party, and NYLIM shall indemnify and hold the Bank and the Bank Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, and reasonable costs and expenses, including reasonable legal fees, (a “Claim”) arising as a result of any act or omission of the Bank or any Bank Indemnified Party under this Agreement, except to the extent any such Claim results from the negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any Bank Indemnified Party.  Without limiting the foregoing, neither the Bank nor the Bank Indemnified Parties shall be liable for, and the Bank and the Bank Indemnified Parties shall be indemnified against, any Claim arising as a result of:

 
5

 



(i)           Any act or omission by the Bank or any Bank Indemnified Party in good faith reliance upon the terms of this Agreement, any Officer’s Certificate, Proper Instructions, resolution of the Board of Directors/Trustees of a Fund, telegram, telecopier, notice, request, certificate or other instrument reasonably believed by the Bank to be genuine; or

(ii)           Information relied on in good faith by the Bank and supplied by any Authorized Person in connection with the calculation of (i) the net asset value and public offering price of the shares of capital stock of a Fund or (ii) yield calculations;

(b)  The Bank agrees to indemnify and hold harmless NYLIM and its affiliates and their officers and employees (“NYLIM Indemnified Parties”) from and against any and all Claims to the extent resulting from the negligence, willful malfeasance, bad faith, reckless disregard of its duties or breach of this Agreement on the part of the Bank, except to the extent any such Claim results from the negligence or willful malfeasance of the NYLIM Indemnified Parties.

(c)  Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the  other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

8.
Term and Termination.

(a)           The term of this Agreement shall be three years commencing upon the date hereof (the “Initial Term”), unless earlier terminated as provided herein.  After the expiration of the Initial Term, the term of this Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”) unless written notice of non-renewal is delivered by the non-renewing party to the other party no later than ninety days if NYLIM is the non-renewing party, and one hundred eighty days, if Bank is the non-renewing party prior to the expiration of the Initial Term or any Renewal Term, as the case may be.

Either party hereto may terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term in the event the other party violates any material provision of this Agreement, provided that the terminating party gives written notice of such violation to the other party and such party does not cure such violation within 90 days of receipt of such notice.  The Bank’s right to termination shall be limited to the Portfolio in respect of which a violation occurred.  Termination by either party with respect to a Fund or a Portfolio will not affect the terms of this Agreement with respect to other Funds or Portfolios.  This Agreement shall automatically terminate with respect to a Fund sixty (60) days after that Fund’s Board of Directors/Trustees votes in person or by consent to terminate the agreement(s) between the Fund and NYLIM pursuant to which NYLIM provides the Fund with administrative and accounting services.

(b)           Notwithstanding anything herein to the contrary, upon the termination of this Agreement or the liquidation of a Portfolio or the Fund, the Bank shall deliver the records of the Portfolio and/or Fund as the case may be, in the form maintained by the Bank (to the extent permitted by applicable license agreements) to NYLIM on behalf of the Fund or person(s) designated by the Fund at NYLIM’s cost and expense and thereafter NYLIM, the Fund or its designee shall be solely responsible for preserving the records for the periods required by all applicable laws, rules and regulations. NYLIM shall be responsible for all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor fund accounting agent, including all reasonable trailing expenses incurred by the Bank, except for a termination by NYLIM due to a breach of this Agreement by Bank.  In addition, in the event of termination of this Agreement, or the proposed liquidation or merger of a Portfolio, and NYLIM requests the Bank to provide additional services to those outlined in this Agreement in connection therewith, the Bank shall provide such services and be entitled to such compensation as the parties may mutually agree.

 
6

 



(c)           NYLIM may terminate this Agreement upon 30 days’ notice in the event (i) Bank is finally convicted of violating any securities law, banking law or other applicable law, (ii) Bank fails to cure a curable material SAS 70 exception relating to the services performed by Bank hereunder within 90 days, or (iii) any other event or incident occurs which adversely affects the ability of the Bank to perform the services required of it hereunder in a material respect. Any such termination will be deemed to be a termination by NYLIM for a breach of this Agreement by Bank.

9.
Notices .

Any notice or other instrument in writing authorized or required by this Agreement to be given to either party hereto will be sufficiently given if addressed to such party and delivered via (i) United States Postal Service registered mail, (ii) telecopier with written confirmation, (iii) hand delivery with signature to such party at its office at the address set forth below, namely:

 
(a)
In the case of notices sent to NYLIM to:

Jeffrey Gaboury
Managing Director, Fund Accounting & Administration
New York Life Investment Management LLC
169 Lackawanna Avenue
Parsippany, NJ 07054

Marguerite E. H. Morrison
Managing Director & Associate General Counsel
New York Life Investment Management LLC
169 Lackawanna Avenue
Parsippany, NJ 07054


 
(b)
In the case of notices sent to the Bank to:

Investors Bank & Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, Massachusetts 02117-9130
Attention: Christopher E. Jones, Director - Client Management
With a copy to:  John E. Henry, General Counsel

or at such other place as such party may from time to time designate in writing.

10.
Amendments .

This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.

11.
Parties .

This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by NYLIM without the written consent of the Bank or by the Bank without the written consent of NYLIM; and provided further that termination proceedings pursuant to Section 8 hereof will not be deemed to be an assignment within the meaning of this provision.

 
7

 



12.
Governing Law .

This Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.

13.
Counterparts .

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

14.
Entire Agreement .

This Agreement, together with its Appendices, constitutes the sole and entire agreement between the parties relating to the subject matter herein and does not operate as an acceptance of any conflicting terms or provisions of any other instrument and terminates and supersedes any and all prior agreements and undertakings between the parties relating to the subject matter herein.

15.
Limitation of Funds .

The Bank agrees that the obligations assumed by NYLIM hereunder shall be limited in all cases to the assets of NYLIM and that the Bank shall not seek satisfaction of any such obligation from the officers, agents, employees, trustees, or shareholders of the Funds, or any portfolio of a Fund.

16.
Maintenance and Availability of Records.

The Bank will prepare and maintain records with respect to transactions for which the Bank is responsible pursuant to the terms and conditions of this Agreement, and in compliance with the applicable rules and regulations of the 1940 Act.  The books and records pertaining to a Fund that are in possession of the Bank shall be the property of the Fund.

The books and records of the Bank pertaining to its actions under this Agreement and reports by the Bank or its independent accountants concerning its accounting system, and internal accounting controls will be open to inspection and audit at all times during the Bank’s normal business hours, upon reasonable notice, by external auditors employed by the appropriate Fund.  Such books and records shall include reports of sufficient scope and in sufficient detail as may reasonably be required by a Fund to provide reasonable assurance that any material compliance inadequacies would be disclosed by the inspection or audit, and, if there are no such inadequacies, the appropriate reports shall so state.

The books and records relating to a Fund will be preserved by the Bank in the manner and in accordance with the applicable rules and regulations under the 1940 Act.  The Bank shall surrender these books and records to the Fund or NYLIM promptly upon request.  Upon reasonable request of the Fund, the Bank shall, during the term of this agreement, provide copies of any books and records to the Fund or NYLIM at NYLIM’s expense.

 
8

 


17.
Compliance Program

The Bank agrees to assist the NYLIM and each Fund’s Chief Compliance Officer (“CCO”) in complying with each Fund’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to: (a) periodically providing the Funds with information about, and any available independent third-party reports on, the Bank’s compliance program (“Bank’s Compliance Program”); (b) reporting any material deficiencies in the Bank’s Compliance Program to the Funds within a reasonable time; (c) reporting any material changes to the Bank’s Compliance Program to the Funds within a reasonable time, and (d) providing the Funds with such periodic certifications regarding the foregoing as may reasonably be requested by the Funds and the CCO.  The Bank understands that the Boards of Directors/Trustees of the Funds are required to approve the Bank’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board of Directors/Trustees approval of the Bank’s Compliance Program.   In this regard, the Bank shall use reasonable efforts to make available information, including information on the Bank’s internal controls and procedures, reasonably required by the CCO to allow the CCO and the Funds to comply with the requirements of relevant rules, regulations and guidance regarding the duties of a CCO, the Funds and their Board of Directors/Trustees for registered investment companies.
 
18.
Assignment; Delegation.

This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by a party without the written consent of the other party.

19.
Use of Name.

Neither party shall use the name of the other in any prospectus, sales literature or other material in a manner not approved by the other party prior thereto in writing; provided however, that the approval of a party shall not be required for any use of its name or that of its affiliates which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed.

20.
Business Recovery.

The Bank represents and warrants that it has and will continue to have in place a commercially reasonable business recovery program.

21.
Force Majeure.

Notwithstanding anything otherwise to the contrary in this Agreement, no party shall be liable to the other for any loss or liability arising from any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except to the extent that any such loss or liability results from the failure of the Bank to (a) maintain a commercially reasonable business recovery program, and (b) act reasonably to mitigate, as soon as practicable, the specific occurrence or event..

 
9

 





IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by a duly authorized officer as of the day and year first above written.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
 

By:  __________________________________
Christopher O. Blunt
Executive Vice President
 

INVESTORS BANK & TRUST COMAPNY
 

By:  ___________________________________
Name:
Title:

 
10

 

Appendix A
to the
Master Fund Sub-Accounting and Sub-Administration Agreement
by and between
New York Life Investment Management
and
Investors Bank & Trust Company
(as of June 30, 2005)


Fund
Portfolio
The MainStay Funds    
Blue Chip Growth Fund
 
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Small Cap Growth Fund
 
Small Cap Value Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds
Mid Cap Opportunity Fund
 
Small Cap Opportunity Fund
 
Balanced Fund
   
Eclipse Funds Inc
All Cap Growth Fund
 
All Cap Value Fund
 
Asset Manager Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Large Cap Opportunity Fund (as of July 29, 2005)
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund

 
 

 


Fund
Portfolio
   
MainStay VP Series Fund, Inc.     
Balanced Portfolio
 
Basic Value Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Portfolio
 
High Yield Corporate Bond Portfolio
 
Income and Growth Portfolio
 
International Equity Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
 
Value Portfolio
   
McMorgan Funds
Balanced Fund
 
Equity Investment Fund
 
Fixed Income Fund
 
High Yield Fund
 
Intermediate Fixed Income Fund
 
Principal Preservation Fund

 
A-2

 

Appendix B
to the
Master Fund Sub-Accounting and Sub-Administration Agreement
by and between
New York Life Investment Management
and
Investors Bank & Trust Company

Summary of Fund Accounting Functions

 
·
Maintain tax lots for investments.
 
·
Maintain general ledger accounts.
 
·
Calculate and accrue all expenses.
 
·
Book purchases, redemptions and transfers of fund shares.
 
·
Calculate gains and losses (security and currency).
 
·
Determine fund's net income.
 
·
Prepare and post statement of assets and liabilities & statement of operations.
 
·
Compute market value of the fund using pre-approved pricing vendors.
 
·
Calculate the fund's daily Net Asset Value.
 
·
Forward reports to fund management daily, weekly or monthly.
 
·
Prepare monthly proof packages.
 
·
Assist independent auditors including provision of detailed account analysis and fiscal year summaries.
 
·
Perform all necessary allocations for multi-tiered structures, if applicable.

Summary of Administration Functions

I.
REPORTING & COMPLIANCE
A. Compliance
 
·
SEC/Tax Compliance
Monitor compliance with investment portfolio restrictions
 
·
Develop a compliance responsibility matrix, consistent with prospectus and SAI
 
·
Perform daily compliance testing
 
·
Notify portfolio manager and compliance officer of any potential compliance violations and monitor resolution
 
·
Provide a monthly compliance summary package
 
·
Report to CCO/Board on compliance matters

 
B-1

 


Monitor compliance with fund procedures, including:
 
·
Valuation
 
·
Liquidity
 
·
Redemptions in Kind
 
·
Derivatives
 
·
Asset Segregation
 
·
Securities Lending
 
·
Amortized Cost
 
·
Correction of non-money market pricing errors
 
·
Perform compliance testing to establish qualification as RIC
Perform asset diversification testing at quarter end
Review qualifying income status on a quarterly basis
 
·
Perform daily compliance testing and provide daily reporting of testing results
 
·
Coordinate audits by internal auditors

B. Periodic Management Reporting
 
·
Prepare quarterly financial information for inclusion in Board book
Portfolio of investments
Financial highlights
Summary of reportable transactions (Rule 17a-7, Rule 17e-1, etc.)
Report to Board on financial matters

C. Expense Administration
 
·
Preparation and monitoring
Prepare and monitor the fund's expense budget
 
·
Review prior periods’ history and current asset projections and develop an operating expense budget
 
·
Calculate expense budgets based upon varying asset projections
 
·
Notify fund accounting of changes in accrual rates
 
·
Monitor fund expenses
Calculate asset based fees/reimbursements consistent with payment cycles
Review multiple class expense differentials
Prepare detail fund expense analysis on a quarterly basis
Update expense budget periodically during the year
 
·
Payment
Receive and coordinate payments of fund expenses
 
·
Propose allocation of invoices among Funds
 
·
Obtain authorized approval to process payment
 
·
Coordinate payment with fund accounting

D. Performance Reporting
 
·
Calculate Portfolio Performance
Prepare total return, yield and other performance information for designated periods
Prepare monthly report for review by management

 
B-2

 



E. Dividend Calculations
 
·
Periodic dividends based on book income
Calculate periodic dividends to be declared in accordance with management guidelines
 
·
Calculate dividend projections, if applicable, in accordance with client methodology, including multiple class allocations
 
·
Provide dividend calculation worksheets
 
·
Coordinate notification with fund accounting and transfer agent
 
·
Reconcile dividends declared with amount recorded
 
·
Report dividend information to the Board of Directors
 
·
Tax-adjusted dividends
Maintain "book-to-tax" adjustment records
 
·
Identify book-tax accounting differences
 
·
Track required information related to accounting differences
 
·
Consult and coordinate tax positions taken with auditors and management
Income tax distribution requirements
 
·
Calculate spillback dividend requirements
60 day notice requirements
 
·
Calculate and include in financial statements:  dividend received deduction, foreign tax credit, long term capital gain, exempt income percentage and QDI
Excise tax distribution requirements
 
·
Calculate required distributions to avoid imposition of excise tax penalty
 
·
Project ordinary income from calculated date to 12/31
 
·
Ascertain dividend shares

F. Form N-SAR
 
·
Coordinate the preparation and filing of Form N-SAR
Prepare form for filing
Obtain any necessary supporting documents
Coordinate applicable responses from management and legal
Coordinate EDGAR filing process

II.TAX
A. Tax Return Preparation
 
·
Prepare income tax returns
Calculate provisions
Draft returns for auditor review and signature as paid preparer
 
·
Prepare excise tax returns
Calculate provisions
Draft returns for auditor review
B. Year-End Shareholder Tax Reporting
 
·
Tax year end reporting
Dividends received deduction
Foreign Tax Credit
Tax-Exempt Income
Coordinate with the transfer agent
Provide information to meet 60-day notice requirements

 
B-3

 



III. FINANCIAL REPORTING
A. Financial Reporting Preparation
 
·
Coordinate audits by the Funds’ independent public accountants
 
·
Coordinate the preparation and printing of financial statements and notes
Draft and manage production cycle
Coordinate the creation of templates for style and content of statements and notes
Prepare financial statements and notes
Coordinate auditor, legal and management review
Coordinate printing and distribution of reports to shareholders
 
·
Coordinate the preparation and filing of Form N-CSR
Prepare form for filing
Obtain any necessary supporting documents
Coordinate applicable responses from management and legal
 
·
Coordinate EDGAR filing process

B. 24f-2 Notice
 
·
Coordinate the preparation and filing of registration notice under Rule 24f-2
 
·
Accumulate sales, redemption and other information
 
·
Draft notice
 
·
Coordinate payment with fund accounting
 
·
Coordinate EDGAR filing process

IV.INFORMATION TECHNOLOGY
A.
Develop and transmit daily files and/or feeds to NYLIM’s in-house systems as identified in further due diligence and subsequent design sessions

V. BOARD BOOK SUPPORT
A.
Prepare supporting material for inclusion in Board book
B.
Summary of reportable transactions (Rule 17a-7, Rule 17e-1, 10f-3, 144A, etc.)
C.
Graphs
D.
Fund performance-charts/graphs
E.
Brokerage commission analysis
F.
Dividend summary
G.
Prepare Forms 1099-Misc. for Board members
H.
Calculate expense tables and provide other supporting financial information for post effective amendments

 
B-4

 

Appendix C
to the
Master Fund Sub-Accounting and Sub-Administration Agreement
by and between
New York Life Investment Management
and
Investors Bank & Trust Company



Summary of Administration Functions

Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Management Reporting & Treasury Administration
     
Monitor portfolio compliance in accordance with the current Prospectus, SAI, the 1940 Act, and any other applicable laws and regulations.
 
Frequency:   Daily
Perform tests of certain specific portfolio activity designed from provisions of the Fund’s Prospectus, SAI and other applicable laws and regulations as identified in Compliance Testing Matrix.   Timely report potential violations to Adviser.  Follow-up on potential violations.
Continuously monitor portfolio activity and Fund operations in conjunction with the 1940 Act, Prospectus, SAI and any other applicable laws and regulations.  Oversee compliance program for the Funds.  Approve IBT Compliance Testing Matrix.  Monitor testing results and approve resolutions of compliance issues.
A/C – Provide consultation as needed on compliance issues.
       
Provide compliance summary package.
 
Frequency:   Monthly
Provide a report of compliance testing results.
Review report.
A/C – Provide consultation as needed.

 
 

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Perform asset diversification testing to establish qualification as a RIC .
 
Frequency:   Quarterly
Perform asset diversification tests at each tax quarter end. Timely report potential violations to Fund Management. Follow-up on issues.
Review test results and take any necessary action.  Approve tax positions taken.
A – Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues.  Review quarter end tests on a current basis.
       
Perform qualifying income testing to establish qualification as a RIC.
 
Frequency:   Quarterly
Perform qualifying income testing (on book basis income, unless material differences are anticipated) on quarterly basis and as may otherwise be necessary.  Timely report potential violations to Fund Management. Follow-up on issues.
Review test results and take any necessary action.  Approve tax positions taken.
 
A – Consult as needed on tax accounting positions to be taken.  Review in conjunction with year-end audit.
       
Calculate total return information on Funds as defined in the current Prospectus and SAI.
 
Frequency:   Monthly
Provide total return calculations.   Provide after-tax calculations in connection with post-effective amendment filings.
Review total return information.
 
       
Prepare the Funds’ annual expense budget. Establish daily accruals.
 
Frequency:   Annually
Prepare preliminary expense budget. Notify mutual fund accounting of new accrual rates.
Provide asset level projections. Approve expense budget.
 

 
C-2

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Monitor the Funds’ expense budget.  Review the Funds’ multi-class expense differentials.
 
Frequency:   Monthly
Monitor actual expenses updating budgets/expenses accruals. If applicable, review expense differentials among classes to ensure consistency with Rule 18f-3 or the Funds’ exemptive application and the Funds’ private letter ruling or published ruling.
Provide asset level projections quarterly. Provide vendor information as necessary. Review expense analysis and approve budget revisions.
A/C – Provide consultation as requested.
       
Receive and coordinate payment of Fund expenses.
 
Frequency:   As often as necessary
Propose allocations of invoices among Funds and obtain authorized approval to process payment.
Approve invoices and allocations of payments. Send invoices to IBT in a timely manner.
 
       
Calculate periodic dividend rates to be declared in accordance with management guidelines.
 
Frequency:   According to dividend policy
Calculate amounts available for distribution. Coordinate review by Fund Management and/or auditors. Notify custody and transfer agent of authorized dividend rates in accordance with Board approved policy. Report dividends to Board as required.  Obtain Board approval when required.
Establish and maintain dividend and distribution policies. Approve distribution rates per share and aggregate amounts. Obtain Board approval when required.
C – Review dividend resolutions in conjunction with Board approval.
 
A – Review and approve dividend calculation methodology for multi-class funds.  Provide consultation as requested.

 
C-3

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Prepare Director and vendor Form 1099-MISC, as needed.
 
Frequency:   Annually
Summarize amounts paid during the calendar year to Directors and vendors. Prepare and mail Form 1099-MISC.  Obtain social security numbers and current mailing address for Directors.
Provide social security numbers and current mailing address for Directors.
 
       
Prepare selected information for presentation to Fund Management and Board of Directors as NYLIM may reasonably request from time to time.
 
Frequency:   Quarterly
Prepare selected information for inclusion in board material.
Review information.
 
       
Prepare and file Form N-SAR.
 
Frequency:   Semi-annually
Prepare form for filing. Obtain any necessary supporting documents. File with SEC via EDGAR.
Provide appropriate responses. Review and authorize filing.
C – Review initial filing.
 
A – Provide annual audit internal control letter to accompany the annual filing.

 
C-4

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Financial Reporting
     
Coordinate the annual audit and semi-annual and quarterly preparation and printing of financial statements and notes with Fund Management, IBT mutual fund accounting and the Fund auditors.
 
Frequency:   Semi-annually
Serve as project manager for creation, production and dissemination of Funds’ financial statements.  Acquire past financial statements and other information required to create templates, including report style and graphics.  Draft and manage production calendar.  Coordinate with IBT fund accounting the electronic receipt of portfolio and general ledger information to create financial statements.  Coordinate resolution of accounting issues.  Coordinate typesetting of Management Discussion and Analysis with rest of financial statements.  Using templates, draft financial statements, coordinate auditor and management review, and clear comments.  Where applicable, coordinate typesetting, printing of reports and EDGAR conversion with printer and filing with the SEC via EDGAR.
Approve format and text as standard.  Approve production calendar and assist in managing to the schedule.  Prepare appropriate management letter. Review and approve entire report. Make appropriate representations in conjunction with audit.
A – Perform audit and issue opinion on annual financial statements.
 
A/C – Review reports.

 
C-5

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Coordinate the preparation and filing of Form N-CSR and Form N-Q.
 
Frequency:   Semi-annually
Draft Form N-CSR, Form N-Q and certifications and coordinate management review.  Coordinate Edgar conversion with outside printer and filing with the SEC via Edgar.
Review and approve Form N-CSR and Form N-Q.  Forward signed Form N-CSR, Form N-Q and certifications to IBT prior to filing of report .
C – Review Form N-CSR and Form N-Q
       
Tax
 
     
Prepare income tax provisions .
 
Frequency:   Annually
Calculate investment company taxable income, net tax exempt interest, net capital gain and spillback dividend requirements. Identify book-tax accounting differences. Track required information relating to accounting differences. Identify lists of potential Passive Foreign Investment Companies (PFICs) based on published ICI survey.
Approve tax accounting positions to be taken.  Approve provisions.  Identify securities to be treated by the Funds as PFICs.
A – Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. Perform review in conjunction with the year-end audit.

 
C-6

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Calculate excise tax distributions.
 
Frequency:   Annually
Identify list of potential PFICs based on published ICI survey. Calculate required distributions to avoid imposition of excise tax.  Calculate capital gain net income and foreign currency gain/loss through October 31.  Calculate ordinary income and distributions through a specified cut off date.  Project ordinary income from cut off date to December 31.  Ascertain dividend shares. Identify book-tax accounting differences. Track required information relating to accounting differences. Coordinate review by Fund Management and fund auditors. Notify custody and transfer agent of authorized dividend rates in accordance with Board approved policy. Report dividends to Board as required.
Approve tax accounting positions to be taken.  Review and approve all income and distribution calculations, including projected income and dividend shares.  Approve distribution rates per share and aggregate amounts.  Obtain Board approval when required.  Identify securities to be treated by the Funds as PFICs.
A – Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. Review and concur with proposed distributions per share.
       
Prepare tax returns
Frequency:   Annually
Prepare excise and RIC tax returns.
Review and sign tax return.
A – Review and sign tax return as preparer.

 
C-7

 


Function
Investors Bank
NYLIM
Suggested Fund Auditor (A) or Fund Counsel (C)
Prepare Form 1099-DIV
 
Frequency:   Annually
Obtain yearly distribution information. Calculate 1099-DIV reclasses and coordinate with transfer agent.
Review and approve information provided.
 
 
       
Prepare other year-end tax-related disclosures.
 
Frequency:   Annually
Obtain yearly income distribution information. Calculate disclosures (i.e. dividend received deductions, foreign tax credits, tax-exempt income, income by jurisdiction) and coordinate with transfer agent.
Review and approve information provided.
 
       



 
C-8

 


EXTENSION AGREEMENT


THIS EXTENSION AGREEMENT is made as of January 31, 2008 by and between NEW YORK LIFE INVESTMENT MANAGEMENT, LLC (“NYLIM”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company and the successor in interest to INVESTORS BANK & TRUST COMPANY (“Bank”).

WHERAS, NYLIM and Bank have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement dated June 30, 2005, as such agreement has been amended and extended from time to time (the “Master Agreement”); and

WHERAS, NYLIM and Bank desire to amend such Master Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in such agreements, it is agreed between the respective parties hereto as follows:

1)
The Master Agreement between NYLIM and Bank is hereby amended by deleting Section 8(a) of the Master Agreement in its entirety and by inserting in lieu thereof the following:

“The term of this Agreement shall continue through June 30, 2011 (the “Extension Term”), unless earlier terminated as provided herein.  After the expiration of the Extension Term, the term of this Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”) unless notice of non-renewal is delivered by the non-renewing party to the other party no later than ninety (90) days, if NYLIM is the non-renewing party or one hundred eighty (180) days if Bank is the non-renewing party, prior to the expiration of the Extension Term or any Renewal Term, as the case may be.

Either party hereto may terminate this Agreement prior to the expiration of the Extension Term or any Renewal Term in the event the other party violates any material provision of this Agreement, provided that the non-violating party gives written notice of such violation to the violating party and the violating party does not cure such violation within ninety (90) days of receipt of such notice.”

2)
Miscellaneous .

(a)           Except as amended hereby, the Master Agreement referenced herein shall remain in full force and effect.

(b)           This Extension may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

 
1

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered by their duly authorized officers as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT, LLC


By:   /s/ Brian A. Murdock
Name:  Brian A. Murdock
Title:  President and CEO


STATE STREET BANK AND TRUST COMPANY


By:   /s/ Stephen DeSalvo
Name:  Stephen DeSalvo
Title:  Senior Vice President


 
2

 


 


FORM OF AMENDMENT
TO
MASTER FUND SUB-ACCOUNTING AND
SUB-ADMINISTRATION AGREEMENT


This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the ___ day of ____________, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

WHEREAS, the parties hereto have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement, as amended (the “Agreement”); and

WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 
1.
Amendment of Appendix A .  Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.

 
2.
Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC


By:  ______________________________
Name:
Title:
 
STATE STREET BANK & TRUST COMPANY
 
 
By:  ______________________________
Name:
Title:

 
 

 

APPENDIX A

LIST OF FUNDS AND THEIR RESPECTIVE SERIES
(AS OF _______________ __, 2009)

FUND
SERIES / PORTFOLIO
   
The MainStay Funds
Capital Appreciation Fund
 
Common Stock Fund
 
Convertible Fund
 
Diversified Income Fund
 
Equity Index Fund
 
Global High Income Fund
 
Government Fund
 
High Yield Corporate Bond Fund   
 
Institutional Bond Fund
 
International Equity Fund
 
Large Cap Growth Fund
 
MAP Fund
 
Mid Cap Growth Fund
 
Mid Cap Value Fund
 
Money Market Fund
 
Principal Preservation Fund
 
Small Cap Growth Fund
 
Small Cap Value Fund
 
Tax Free Bond Fund
 
Total Return Fund
 
Value Fund
   
Eclipse Funds Inc.
130/30 Core Fund
 
130/30 Growth Fund
 
130/30 High Yield Fund
 
130/30 International Fund
 
All Cap Growth Fund
 
Cash Reserves Fund
 
Conservative Allocation Fund
 
Floating Rate Fund
 
Growth Allocation Fund
 
Growth Equity Fund
 
Income Manager Fund
 
Indexed Bond Fund
 
Intermediate Term Bond Fund
 
Moderate Allocation Fund
 
Moderate Growth Allocation Fund
 
Retirement 2010 Fund
 
Retirement 2020 Fund

 
 

 


FUND
SERIES / PORTFOLIO
 
Retirement 2030 Fund
 
Retirement 2040 Fund
 
Retirement 2050 Fund
 
S&P 500 Index Fund
 
Short Term Bond Fund
   
Eclipse Funds
Balanced Fund
 
Mid Cap Core Fund
 
Small Company Fund
   
ICAP Funds, Inc.
MainStay ICAP Equity Fund
 
MainStay ICAP Global Fund
 
MainStay ICAP International Fund
 
MainStay ICAP Select Equity Fund
   
MainStay VP Series Fund, Inc.     
Balanced Portfolio
 
Bond Portfolio
 
Capital Appreciation Portfolio
 
Cash Management Portfolio
 
Common Stock Portfolio
 
Conservative Allocation Portfolio
 
Convertible Portfolio
 
Developing Growth Portfolio
 
Floating Rate Portfolio
 
Government Portfolio
 
Growth Allocation Portfolio
 
High Yield Corporate Bond Portfolio
 
ICAP Select Equity Portfolio
 
International Equity Portfolio
 
Large Cap Growth Portfolio
 
Mid Cap Core Portfolio
 
Mid Cap Growth Portfolio
 
Mid Cap Value Portfolio
 
Moderate Allocation Portfolio
 
Moderate Growth Allocation Portfolio
 
S&P 500 Index Portfolio
 
Small Cap Growth Portfolio
 
Total Return Portfolio
   
MainStay Funds Trust
MainStay Epoch Global Equity Yield Fund
 
MainStay Epoch International Small Cap Fund
 
MainStay Epoch U.S. Equity Fund
 
MainStay Epoch Global Choice Fund


 
 

 

 
 
1775 I Street, N.W.
Washington, DC  20006-2401
+1  202  261  3300  Main
+1  202  261  3333  Fax
www.dechert.com
 
 
 
October 29, 2009
 

MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re:
MainStay Funds Trust
 
(File Nos. 811-22321 and 333-160918)

Ladies and Gentlemen:

We have acted as counsel for MainStay Funds Trust (the “Trust”), a statutory trust duly organized and validly existing under the laws of the State of Delaware, and its series, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund and MainStay Epoch U.S. Equity Fund (each a “Fund” and collectively the “Funds”), in connection with the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”), and under the Investment Company Act of 1940, as amended (the “Registration Statement”), relating to the issuance and sale by the Trust of an indefinite number of shares of beneficial interest of the Funds’ Investor Class, Class A, Class C and Class I,   par value $0.001 per share (the “Shares”). We have examined such governmental and corporate certificates and records as we have deemed necessary in order to render this opinion, Pre-Effective Amendment No. 2 under the 1933 Act to the Registration Statement, and other materials relating to the authorization and issuance of the Shares, and we are familiar with the Trust’s Declaration of Trust and its By-Laws.
 
Based upon the foregoing, we are of the opinion that the Shares, as currently divided into series and classes, all in accordance with the Trust’s Declaration of Trust, proposed to be sold pursuant to the Registration Statement, as made effective by the Securities and Exchange Commission, will have been validly authorized and, when sold in accordance with the terms of such Registration Statement and the requirements of applicable federal and state law and delivered by the Trust against receipt of the net asset value of the Shares, as described in the Registration Statement, will have been legally and validly issued and will be fully paid and non-assessable by the Trust.
 
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Pre-Effective Amendment No. 2 to the Registration Statement, and to the use of our name in the Funds’ prospectus and Statement of Additional Information to be included in Pre-Effective Amendment No. 2 to the Registration Statement, unless and until we revoke such consent.  In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.
 
Very truly yours,
 
/s/ Dechert LLP
 
US  Austin  Boston  Charlotte  Hartford  New York  Newport Beach  Philadelphia  Princeton  San Francisco  Silicon Valley  Washington DC
EUROPE  Brussels  London  Luxembourg  Moscow  Munich  Paris  ASIA  Beijing  Hong Kong

 
 

 
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
We consent to the references to our firm in the Registration Statement on Form N-1A of The Mainstay Funds Trust and to the use of our report dated February 27, 2009 on the financial statements and financial highlights of Epoch U.S. All Cap Equity Fund, Epoch Global Shareholder Equity Fund, Epoch International Small Cap Fund and Epoch U.S. Large Cap Fund. Such financial statements and financial highlights appear in the 2008 Annual Report to Shareholders which is incorporated by reference into the Statement of Additional Information.





/s/ TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
October 30, 2009

 
 

 


Consent of Independent Registered Public Accounting Firm


The Board of Trustees of
The Mainstay Funds Trust:

We consent to the references to our firm under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information in this Registration Statement.

/s/ KPMG LLP

Philadelphia, Pennsylvania
October 29, 2009


 

 




PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR INVESTOR CLASS SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Investor Class shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Investor Class shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.             Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Investor Class shares of the Fund, and services to the Investor Class shareholders of the Fund, at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Investor Class shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.             The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Investor Class shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Investor Class shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Investor Class shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.  Provided, however, that such amounts to be paid to NYLIFE Distributors may be paid to it as compensation for “service activities” (as defined below) rendered to Investor Class shareholders of the Fund.  Such fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.

 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Investor Class shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Investor Class shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
3.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
4.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
 
5.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
6.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
7.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Investor Class shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
2

 
8.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
9.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
10.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the [] day of [], 2009.
 
MAINSTAY FUNDS TRUST
 
By: ________________________________
Name: Stephen P. Fisher
Title:   President

NYLIFE DISTRIBUTORS LLC


By: ________________________________
Name:  [           ]
Title:    [           ]


 
3

 

SCHEDULE A
 
(as of [  ])
 
FUND
DISTRIBUTION FEE
MainStay Epoch Global Equity Yield Fund
0.25%
MainStay Epoch International Small Cap Fund
0.25%
MainStay Epoch U.S. Equity Fund
0.25%
MainStay Epoch Global Choice Fund
0.25%
 

 
 

 

 
4

 


 


PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS A SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class A shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class A shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class A shares of the Fund, and services to shareholders of the Class A shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class A shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class A shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class A shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class A shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.  Provided, however, that such amounts to be paid to NYLIFE Distributors may be paid to it as compensation for “service activities” (as defined below) rendered to Class A shareholders of the Fund.  Such fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 

 
 

 

For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class A shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class A shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its “service activities,” including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
3.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
4.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
 
5.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
6.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
7.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.
 

 
2

 

8.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
9.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
10.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the [] day of [], 2009.
 
MAINSTAY FUNDS TRUST
 
By: ________________________________
Name: Stephen P. Fisher
Title:   President

NYLIFE DISTRIBUTORS LLC


By: ________________________________
Name: [           ]
Title:   [           ]


 
3

 

SCHEDULE A
 
(as of [  ])
 
FUND
DISTRIBUTION FEE
MainStay Epoch Global Equity Yield Fund
0.25%
MainStay Epoch International Small Cap Fund
0.25%
MainStay Epoch U.S. Equity Fund
0.25%
MainStay Epoch Global Choice Fund
0.25%
 

 
 

 

 
4

 


PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS B SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class B shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class B shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class B shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class B shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class B shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class B shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class B shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.
 

 
 

 

3.             Each Fund will pay to NYLIFE Distributors, in addition to the distribution fee, a service fee at the rate of 0.25% on an annualized basis of the average daily net assets of the Class B shares of the Fund (the “Service Fee”) as compensation for “service activities” (as defined below) rendered to shareholders of the Fund.  Such Service Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class B shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class B shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
4.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
5.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
 
6.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
7.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
8.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class B shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 5 hereof.
 

 
2

 

9.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
10.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
11.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the [    ] day of [         ], 2009.
 
MAINSTAY FUNDS TRUST
 
By: ________________________________
Name: Stephen P. Fisher
Title:   President

NYLIFE DISTRIBUTORS LLC


By: ________________________________
Name: [          ]
Title:   [          ]


 
3

 

SCHEDULE A
 
(as of [  ])
 
FUND
DISTRIBUTION FEE
MainStay Epoch Global Equity Yield Fund
0.75%
MainStay Epoch International Small Cap Fund
0.75%
MainStay Epoch U.S. Equity Fund
0.75%
MainStay Epoch Global Choice Fund
0.75%
 

 
 

 

 
4

 


PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS C SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class C shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class C shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class C shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class C shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class C shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class C shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class C shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.
 

 
 

 

3.             Each Fund will pay to NYLIFE Distributors, in addition to the distribution fee, a service fee at the rate of 0.25% on an annualized basis of the average daily net assets of the Class C shares of the Fund (the “Service Fee”) as compensation for “service activities” (as defined below) rendered to shareholders of the Fund.  Such Service Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class C shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class C shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
4.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
5.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
 
6.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
7.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
8.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class C shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 5 hereof.
 

 
2

 

9.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
10.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
11.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the [   ] day of [       ], 2009.
 
MAINSTAY FUNDS TRUST
 
By: ________________________________
Name: Stephen P. Fisher
Title:   President

NYLIFE DISTRIBUTORS LLC


By: ________________________________
Name: [           ]
Title:   [           ]


 
3

 

SCHEDULE A
 
(as of [    ])
 
FUND
DISTRIBUTION FEE
MainStay Epoch Global Equity Yield Fund
0.75%
MainStay Epoch International Small Cap Fund
0.75%
MainStay Epoch U.S. Equity Fund
0.75%
MainStay Epoch Global Choice Fund
0.75%
 

 
 

 

 
4

 


FORM OF MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
FOR
MAINSTAY FUNDS TRUST


WHEREAS , MainStay Funds Trust (the “Trust”), on behalf of the separate series of the Trust, engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”); and

WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series listed on Exhibit A (each a “Fund”); and

WHEREAS , pursuant to a Management Agreement, dated [__], the Trust employs New York Life Investment Management LLC (“New York Life Investments”) as manager for the Funds; and

WHEREAS , pursuant to a Distribution Agreement, dated [__],   the Trust   employs NYLIFE Distributors LLC (“NYLIFE Distributors” or the “Distributor”) as distributor of the securities of which the Trust is the issuer;

NOW, THEREFORE , the Trust hereby adopts, on behalf of the Funds, this Plan, in accordance with Rule 18f-3 under the Act, subject to the following terms and conditions:

1.             Features of the Classes .   The classes of shares authorized to be issued by each Fund are set forth in Exhibit A.  Shares of each class of a Fund shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each class of shares shall have a different designation; (b) each class of shares shall bear any Class Expenses, as defined in Section 4 below; (c) each class of shares shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution and/or service arrangement and each class of shares shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class ; and (d) each class of shares shall differ in terms of its eligibility requirements, type and amount of shareholder servicing available and other features, as described in the current prospectuses from time to time .  In addition, the Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2, and Class R3 shares shall have the features described in Sections 2, 3, 5 and 6 below.

2.           Sales Charge Structure.
 
a.             Investor Class Shares .  Investor Class shares of a Fund shall be offered at the then-current net asset value plus a front-end sales charge.  The front-end sales charge shall be in such amount as is disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.   Investor Class shares generally shall not be subject to a contingent deferred sales charge provided, however, that such a charge may be imposed in such other cases as is disclosed in a Fund’s current prospectus or supplement.

 
 

 

b.            Class A Shares .  Class A shares of a Fund shall be offered at the then-current net asset value plus a front-end sales charge.  The front-end sales charge shall be in such amount as is disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such reductions for larger purchasers and such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.   Class A shares generally shall not be subject to a contingent deferred sales charge provided, however, that such a charge may be imposed in such other cases as is disclosed in a Fund’s current prospectus or supplement.

c.            Class B Shares .  Class B shares of a Fund shall be offered at the then-current net asset value without the imposition of a front-end sales charge.  A contingent deferred sales charge in such amount as is described in a Fund’s current prospectus or prospectus supplement shall be imposed on Class B shares, subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.
 
d.            Class C Shares .  Class C shares of a Fund shall be offered at the then-current net asset value without the imposition of a front-end sales charge.  A contingent deferred sales charge of 1% shall be imposed on redemptions of Class C shares effected within one year of purchase as disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement .

e.            Class I Shares .  Class I shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or a contingent deferred sales charge.

f.            Class R1 Shares .  Class R1 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

g.            Class R2 Shares .  Class R2 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

g.            Class R3 Shares .  Class R3 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

3.            Service and Distribution Plans .  Each Fund, on behalf of each of the Investor Class, Class A, Class B, Class C, Class R2 and Class R3 shares of the Funds , has adopted   a Plan of Distribution pursuant to Rule 12b-1 of the Act (each a “Rule 12b-1 Plan”).  Each Fund, on behalf of each of the Class R1, Class R2 and Class R3 shares, has adopted a Shareholder Services Plan (each a “Services Plan”).  Each Fund, on behalf of the Class I shares, has adopted neither a Services Plan nor a Rule 12b-1 Plan.

a.            Investor Class Shares .  Investor Class shares of each Fund pay NYLIFE Distributors monthly a fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Investor Class shares for “distribution-related services” or “service activities” (each as defined in paragraph (i), below), as designated by NYLIFE Distributors.

 
2

 

b.             Class A Shares .  Class A shares of each Fund pay NYLIFE Distributors monthly a fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Class A shares for “distribution-related services” or “service activities” (each as defined in paragraph (i), below), as designated by NYLIFE Distributors.

c.             Class B Shares .  Class B shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.75% of the average daily net assets of the Fund’s Class B shares.  Class B shares of each Fund also pay NYLIFE Distributors monthly a fee at the annual rate of 0.25% of the average daily net assets of the Fund’s Class B shares for “service activities” (as defined in paragraph (i), below) rendered to Class B shareholders.
 
d.            Class C Shares .  Class C shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.75% of the average daily net assets of the Fund’s Class C shares.  Class C shares of each Fund also pay NYLIFE Distributors monthly a fee at the annual rate of 0.25% of the average daily net assets of the Fund’s Class C shares for “service activities” (as defined in paragraph (i), below) rendered to Class C shareholders.

e.            Class I Shares .  Class I Shares do not pay a fee for “distribution-related services” or a fee for “service activities” (each as defined in paragraph (i), below).  

f.            Class R l Shares .  Class R1 shares of each Fund are authorized to pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R1 shares for “service activities” (as defined below in paragraph (i) below) rendered to Class R1 shareholders.

g.            Class R2 Shares .  Class R2 shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.25% of the average daily net assets of the Fund’s Class R2 shares.  Class R2 shares of each Fund  also pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R2 shares for “service activities” (as defined in paragraph (i), below) rendered to Class R2 shareholders.

h.            Class R3 Shares .  Class R3 shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” or “service activities” (as defined in paragraph (i), below) at the annual rate of 0.50% of the average daily net assets of the Fund’s Class R3 shares.  Class R3 shares of each Fund also pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R3 shares for “service activities” (as defined in paragraph (i), below) rendered to Class R3 shareholders.

 
i.
Distribution-Related Services and Service Activities .  

(1)            For purposes of the Rule 12b-1 Plans, “distribution-related services” shall include services rendered by NYLIFE Distributors as distributor of the shares of a Fund in connection with any activities or expenses primarily intended to result in the sale of shares of a Fund, including, but not limited to, compensation to registered representatives or other employees of NYLIFE Distributors and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Funds’ shares; telephone expenses; interest expense; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and profit and overhead on the foregoing.  “Service activities” shall mean those activities for which a “service fee,” as defined in the rules and policy statements of the Financial Industry Regulatory Authority (“FINRA”), may be paid.  Overhead and other expenses related to the “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.

 
3

 

(2)           For purposes of the Services Plans, “service activities” shall include any personal services or account maintenance services, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares; receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records; communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting services for Fund shares held beneficially;  forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;  performing daily investment (“sweep”) functions for shareholders; providing investment advisory services; and general account administration activities.  Overhead and other expenses related to “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.

4.             Allocation of Income and Expenses .

a.           The gross income of each Fund shall, generally, be allocated to each class on the basis of net assets.  To the extent practicable, certain expenses (other than Class Expenses, as defined below, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of the Fund.  These expenses include:

(1)            Expenses incurred by the Trust   (for example, fees of the Trust ’s Board of Trustees (“Trustees”) auditors and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund (“Corporate Level Expenses”); and

(2)           Expenses incurred by a Fund not attributable to any particular class of the Fund’s shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund’s assets) (“Fund Expenses”).

 
4

 

b.           Certain expenses are attributable to a particular class of shares (“Class Expenses”).  Class Expenses are charged directly to the net assets of the particular class and, thus, are borne on a pro rata basis by the outstanding shares of that class.  Fees and expenses that are not Class Expenses are allocated among the classes on the basis of their respective net asset values.

(1)           Payments of distribution and service fees made pursuant to Rule 12b-1 Plans or Services Plans are Class Expenses and must be allocated to the class for which such expenses are incurred.

(2)           Class Expenses may also include:

(a)           transfer agent fees identified as being attributable to a specific class of shares;
(b)           stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares;
(c)           Blue Sky fees incurred by a specific class of shares;
(d)           SEC registration fees incurred by a specific class of shares;
(e)           Trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares;
(f)            accounting expenses relating solely to a specific class of shares;
(g)           auditors’ fees, litigation expenses and legal fees and expenses relating to a specific class of shares;
(h)           expenses incurred in connection with shareholders’ meetings as a result of issues relating to a specific class of shares;
(i)            expenses incurred in connection with organizing and offering to investors a new class of shares; and
(j)             other expenses incurred attributable to a specific class of shares.

c.             For purposes of allocating the transfer agency expenses in Item 4(b)(2)(a), the Class A, I, R1, R2, and R3 shares will be grouped together as one group and the Investor Class, Class B and C shares will be grouped together as a separate group. The transfer agency expenses will be calculated and allocated between the share classes in each group in the following manner:

(1)             multiplying the total number of accounts in each group of share classes by the per account fee to determine the total transfer agency fees allocable to each group, and
(2)             allocating the total fees per group among the share classes in the group based on the relative assets of the share classes.

5.             Exchange Privileges .  To the extent permitted by this Plan , shareholders may exchange shares of series of any   open-end investment company sponsored, advised or administered by New York Life Investments or any affiliate thereof (such funds, together with the Funds, each a “MainStay Fund”), for shares of another MainStay Fund, based upon the MainStay Funds’ relative net asset value per share.   Generally, the Funds permit only the exchange of shares of one class of a MainStay Fund for shares of the same class of another MainStay Fund, (investment minimums and other eligibility requirements may apply).  However, the Funds also permit exchanges of Investor Class Shares for Class A Shares, and of Class A Shares for Investor Class Shares, of the same or any other MainStay Fund (investment minimums and other eligibility requirements may apply).  
 

 
5

 

Generally, shareholders may exchange their Investor Class shares of a MainStay Fund for Investor Class shares or Class A shares of the same or any other MainStay Fund without the imposition of a sales charge   (investment minimums and other eligibility requirements may apply).   Any such exchanges will be based upon each MainStay Fund’s net asset value per share next computed .   Where, however, a shareholder seeks to exchange Investor Class shares of any MainStay Fund that is a money market fund for Investor Class shares or Class A shares of the same or any other MainStay Fund subject to a front-end sales charge, the applicable sales charge shall be imposed on the exchange, unless the shareholder has previously paid a sales charge with respect to such shares.  

Additionally, shareholders may exchange their Class A shares of a MainStay Fund for Investor Class shares or Class A shares of the same or any other MainStay Fund without the imposition of a sales charge (investment minimums and other eligibility requirements may apply).  Any such exchanges will be based upon each MainStay Fund’s net asset value per share next computed.  Where, however, a shareholder seeks to exchange Class A shares of any MainStay Fund that is a money market fund for Investor Class Shares or Class A shares of the same or any other MainStay Fund subject to a front-end sales charge, the applicable sales charge shall be imposed on the exchange, unless the shareholder has previously paid a sales charge with respect to such shares.
 
Class B or Class C shares of a MainStay Fund may be exchanged for the same class of shares of another MainStay Fund at the net asset value next computed without the imposition of a contingent deferred sales charge; the sales charge will be assessed, if applicable, when the shareholder redeems his shares or has them repurchased without a corresponding purchase of shares of another MainStay Fund.  Where, however, a shareholder previously exchanged his shares into a MainStay Fund that is a money market fund from another MainStay Fund, the applicable contingent deferred sales charge, if any, shall be assessed when the shares are redeemed from a MainStay Fund that is a money market fund, or from a succeeding MainStay Fund in the event that the shareholder exchanges his or her Class B or Class   C money market fund shares for shares of another MainStay Fund.  The amount of the contingent deferred sales charge shall be determined based on the length of time that the shareholder maintained his or her investment in Class B or Class   C shares of any MainStay Fund.

Equally, where a shareholder purchases Class B or Class   C shares of a MainStay Fund that is a money market fund through an initial investment in a MainStay Fund that is a money market fund and, later, exchanges his or her Class B or Class C money market fund shares for the same Class of shares of another MainStay Fund (which normally assesses a contingent deferred sales charge) and then redeems such investment, the applicable contingent deferred sales charge, if any, shall be assessed upon such redemption.  The amount of the contingent deferred sales charge shall be determined based on the length of time that the shareholder maintained his or her investment in Class B or Class   C shares of any MainStay Fund.

 
6

 

6.             Conversion Features.   A shareholder’s   Investor Class shares in a Fund will be automatically converted to Class A shares of the Fund at the end of the calendar quarter during which the balance of the shareholder’s account in the Fund reaches the then applicable Class A share eligibility requirements set forth in the then current prospectus or prospectus supplement.  Any such conversion will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.  Automatic conversions do not apply to certain types of accounts that continue to meet one or more exceptions to the eligibility requirements of Class A shares as may be stated in the Fund's prospectus from time to time. If a shareholder no longer meets the eligibility requirements for Class A shares, as described in the then current prospectus or prospectus supplement, the Fund may convert the shareholder’s Class A shares to Investor Class shares (if available).  Any conversions covered by this paragraph will be preceded by written notice to shareholders, and will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.
 
Class B shares will be automatically converted to Investor Class shares if available, or to Class A shares if Investor Class is not available or the shareholder meets the eligibility requirements for Class A Shares at the end of the calendar quarter occurring eight years after the date a shareholder purchases his Class B shares, except that, if immediately after the conversion of fully-aged Class B shares of a Fund held in a shareholder’s account, the aggregate value of any remaining Class B shares of that Fund is determined to be of de minimis value by the Fund, such remaining Class B shares may be automatically converted to Investor Class shares or Class A shares in the same manner as the fully aged Class B shares of the Fund.
 
As may be further limited by the disclosure in a Fund’s current prospectus or prospectus supplement, each share class of a Fund may be converted to another class of shares of the same Fund if the shareholder account meets the then applicable share eligibility requirements for the new share class as set forth in the then current prospectus or prospectus supplement.  If a shareholder who was converted to another share class based on the conversion feature described in this paragraph no longer meets the eligibility requirements for that share class, as described in the then current prospectus or prospectus supplement, a Fund may convert the shareholder’s class of shares back to the share class originally held by that shareholder prior to conversion or to such other class in which the shareholder may be eligible to invest.  Any conversions covered by this paragraph will be preceded by written notice to shareholders, and will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.  It is the Trust’s intention that all share conversions should be made on a tax-free basis, and if this cannot be reasonably assured, the Trustees may modify or eliminate any share class conversion feature.
 
7.             Accounting Methodology .  The following procedures shall be implemented in order to meet the objective of properly allocating income and expenses among the Funds:

a.           On a daily basis, a fund accountant shall calculate the fees to be charged to each class of shares as described in this Plan by calculating the average daily net asset value of such shares outstanding and applying the fee rate to the result of that calculation.

 
7

 

b.           The fund accountant will allocate designated Class Expenses, if any, to the respective classes.

c.           The fund accountant will allocate income and Corporate Level and Fund Expenses among the respective classes of shares based on the net asset value of each class in relation to the net asset value of a Fund for Fund Expenses, and in relation to the net asset value of the Trust   for Corporate Level Expenses.  These calculations shall be based on net asset values at the beginning of the day for non-money market funds, and based on the relative value of settled shares at the beginning of the day for any money market funds.

d.           The fund accountant shall then complete a worksheet using the allocated income and expense calculations from paragraph (c) above, and the additional fees calculated from paragraphs (a) and (b) above.  The fund accountant may make non-material changes to the form of the worksheet as it deems appropriate.

e.           The fund accountant shall develop and use appropriate internal control procedures to assure the accuracy of its calculations and appropriate allocation of income and expenses in accordance with this Plan.

8.             Waiver or Reimbursement of Expenses .  Expenses may be voluntarily waived or reimbursed by any manager or sub-adviser to the Trust, by the Trust ’s underwriter or any other provider of services to the Trust without the prior approval of the Trustees.  

9.             Effectiveness of Plan .  This Plan shall not take effect until it has been approved by votes of a majority of both (a) the Trustees   of the Trust and (b) those Trustees of the Trust   who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect interest in the operation of the Plan, cast in person at a meeting (or meetings) called for the purpose of voting on this Plan.

10.             Material Modification .  This Plan may not be amended to modify materially its terms unless such amendment is approved in the manner provided for initial approval in Section 9 hereof.

11.             Limitation of Liability .  The Trustees of the Trust and the shareholders of each Fund shall not be liable for any obligations of the Trust   or any Fund under this Plan, and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or such Funds in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of the Funds, had adopted this Multiple Class Plan as of the [ insert date ].

 
8

 

EXHIBIT A

(as of [  ], 2009)


Fund Name
Investor
Class
 
Class
A
 
Class
B
Class
C
Class
I
Class
R1
Class
R2
Class
R3
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund





 
9

 


 
 
 
 
THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST
ECLIPSE FUNDS INC. / ECLIPSE FUNDS
MAINSTAY VP SERIES FUND, INC.
ICAP FUNDS, INC.
 
 
 
 
Code Of Ethics
 
September, 2009




 
 

 
 
Table of Contents
 
Section
 
Page
     
     
Section 1.
Introduction and Application
1
     
Section 2.
Definitions
4
     
Section 3.
 Personal Investing Activities - Restrictions and Monitoring Procedures
8
     
Section 4.
Recordkeeping and Reporting
12
     
Section 5.
Administration
15
     
 
Exhibits
 
     
     
 
Acknowledgement of Receipt of the Code of Ethics and related policies
Exhibit A
     
 
Annual Certification of Compliance with the
NYLIM Holdings LLC Code of Ethics
Exhibit B
     
 
Personal Securities Trading Preclearance Request Form
Exhibit C
     
 
Access Person Initial/Annual Securities Holdings Report and Certification
Exhibit D
     
 
Quarterly Transactions Report
Exhibit E
     
 
Compliance Addresses for Duplicate Confirmations
Exhibit F
     


 
 

 

Section 1. Introduction and Application

 
1.1            General Statement
 
The Mainstay Funds, the MainStay Funds Trust, Eclipse Funds Inc. / Eclipse Funds, Mainstay VP Series Fund, Inc., and ICAP Funds, Inc. (each a “Company”) recognize the importance of high ethical standards in the conduct of their business and require that this code of ethics (the “Code” or the “New York Life Investments Fund Code”) be observed by their respective Access Persons (defined below in Section 2).  Each Company’s Board of Directors/Trustees (“Board”), including a majority of its independent directors/trustees (defined below in Section 2), has approved this Code as compliant with rule 17j-1 of the Investment Company Act of 1940, as amended (“Investment Company Act”), and has also approved the code of ethics of each investment adviser and subadviser to the respective Company and of the respective company’s principal underwriter.  Access persons of an entity whose code of ethics has been approved by the boards of directors/trustees and who are subject to that code may comply with that code instead of the Company’s Code.  This code applies to each Company as a separate entity (referred to as “the Company”).

Prior to any Investment Adviser or Subadviser (each, an “Adviser”) or principal underwriter entering into an agreement to provide services to the Company, such Adviser or principal underwriter shall have adopted its own code of ethics that complies with Rule 17j-1, which code of ethics shall have been approved by the Board in accordance with Rule 17j-1.
 
Any material change to the Code or to the code of any Adviser or principal underwriter to the Company must be approved by the Board within six months of the adoption of such material change.  Accordingly, an Adviser or principal underwriter must notify the Company Compliance Officer (as defined herein) as soon as is practicable following any such material change.
 
All recipients of the Code are directed to read it carefully, retain it for future reference and abide by the rules and policies set forth herein. Any questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the Compliance Officer.
 
Each Access Person is under a duty to exercise his or her authority and responsibility for the benefit of the Company and its shareholders, to place the interests of the shareholders first and to refrain from having outside interests that conflict with the interests of the Company and its shareholders. Each such person must avoid any circumstances that might adversely affect or appear to affect his or her duty of complete loyalty to the Company and its shareholders in the discharge of his or her responsibilities, including the protection of confidential information and corporate integrity. Each Access Person must abstain from participation (or any other involvement) in “insider trading” in contravention of any applicable law or regulation. The reputation of the Company and its affiliates for trustworthy financial services is a valuable asset that all Access Persons are expected to preserve and protect.
 
All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. All persons must abide by the fundamental standard that personnel of the Company, its Advisers and principal underwriter should not take inappropriate advantage of their positions.
 
This Code has been adopted by the Board in accordance with Rule 17j-1.  Rule 17j-1 (the “Rule”) generally prohibits fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies, if effected by persons associated with such companies.  The Rule requires organizations subject to it to adopt a code of ethics designed to prevent Access Persons from engaging in fraud, and requires the organization to use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.  The Rule also requires each Access Person to report personal securities transactions on at least a quarterly basis, and to report securities holdings upon becoming an Access Person, and annually thereafter.  The purpose of this Code is to provide regulations and procedures consistent with the 1940 Act and Rule 17j-1.
 

 
-1-

 

1.2         Principals and Standards of Business Conduct

The following general fiduciary standards and standards of business conduct shall govern personal investment activities and the interpretation and administration of this Code:
 
 
-
The interests of the Company must be placed first at all times;
 
 
-
All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
 
 
-
Access Persons should not take inappropriate advantage of their positions; and
 
 
-
Access Persons must comply with applicable federal securities laws.

In accordance with Rule 17j-1(b), it shall be a violation of this Code for any affiliated person or principal underwriter for the Company, or any affiliated person of an Adviser to or the principal underwriter of the Company, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by the Company.

 
-
to employ any device, scheme or artifice to defraud  the Company ;
 
 
-
to make to the Company any untrue statement of a material fact  or to omit to state to the Company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made not misleading;
 
 
-
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Company; or
 
 
-
to engage in any manipulative practice with respect to the Company.
 
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct that violates a fiduciary duty to the Company.

In addition to this Code, employees of New York Life Insurance Company and its subsidiaries are required to adhere to the policies contained in “ Integrity – Standards of Business Conduct ”.

1.3             Conflicts of Interest
 
As part of this ongoing responsibility, each Access Person has the duty to disclose to the Company any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Company and that does business with the Company or that otherwise presents a possible conflict of interest as described herein.  Disclosure should be timely so that Company or as applicable the Adviser may take action concerning any possible conflict, as it deems appropriate.

 
 
-2-

 

1.4            Board Membership
 
  Access Persons may not serve as directors, officers, general partners, consultants, agents, representatives or employees of any other business, other than New York Life Insurance Company or an affiliated company, unless prior authorization is obtained from the Compliance Officer. Such authorization will be based on a determination that the business of such corporation does not conflict with the interests of the Company, and that such service would be consistent with the best interests of the Company and its shareholders, and that such service is not prohibited by law.  If such service is authorized, procedures must be in place to isolate Access Persons serving as directors, officers, general partners, consultants, agents, representatives or employees of outside entities from Investment Personnel making investment decisions on behalf of the Company.  In addition, if approval is given, the Compliance Officer shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.5             “Other” Business Interests
 
Except as described in Section 1.6 herein, it is considered generally incompatible with the duties of an Access Person (other than an Independent Director) to act as an officer, general partner, consultant, agent, representative or employee of any other business, other than an Affiliate.  A report should be made of any invitation to serve as an officer, general partner, consultant, agent, representative or employee of any business that is not an Affiliate and the person must receive the approval of their supervisor.  Any Employee who is Director or above must also receive the approval of the CCO prior to accepting any such position.  In the event that approval is given, the CCO and the Employee’s supervisor shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.6             Permissible Outside Activities
 
Access Persons who, in the regular course of their duties relating to the Company’s private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior written approval of their department head after consultation with the CCO.  Similar positions with public companies may interfere with the Company’s advisory activities.  Consequently, it is not expected that such positions will be assumed absent unusual circumstances that will benefit the Company.  In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company’s clients.
 
1.7             Insider Trading
 
Access Persons may not trade on inside information ( i.e. , material non-public information 1 ) or communicate such information to others.   An Access Person who believes that he or she is in possession of inside information should contact the CCO or LCO immediately.  Please refer to the New York Life LLC Inside Information Policy and Procedures (the “NYLIM Inside Information Policies and Procedures”) and the New York Life Investment Management LLC Information Barrier Policy and Procedures (the “NYLIM Information Barrier Policy”) for specific guidelines governing inside


1   Material information generally is that which a reasonable investor would consider significant in making an investment decision.   Nonpublic information is any information which has not been disclosed to the general public.  Information is considered public when it is widely disseminated; e.g. disclosure in the news media or company filings.
 

 
-3-

 


Section 2         Definitions

 
“Access Person” - shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act and as set forth in Rule 204A-1 of the Advisers Act and   shall include:
 
 
-
an officer or director of the Company or New York Life Investments;
 
 
-
any “Supervised Person” of New York Life Investments who has access to non-public information regarding any clients’ purchase or sale of securities, or information regarding the portfolio holdings of any NYLIM Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.

“Affiliate” - any person directly or indirectly controlling, controlled by or under common control with such other group.
 
“Automatic Investment Plan” – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

“Beneficial Ownership” - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder.  A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities.  A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person.  A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or (vi) by a holding company that he or she controls.

 “Cashless Exercise” - Transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.
 
“Chief Compliance Officer” or “CCO”   - the Company’s Chief Compliance Officer.
 
“Client”   - any client of the Company, including a registered investment company (mutual fund) or other person or entity.
 
“Code”   - means this Code of Ethics.
 
“Covered Security”   - any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 
-4-

 


“Discretionary Managed Account” – an account managed on a discretionary basis by a person other than such Employee over which an Employee certifies that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein and documentation describing that relationship has been submitted to and approved by New York Life Investments Compliance (“Compliance”).

“Dividend Reinvestment Plan ” – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

  “Employee”   - any person employed by New York Life Investments, and any person who is an Access Person of the Company as defined in herein.  Temporary employees and outside consultants who work on-site at New York Life Investments and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by New York Life Investments may be subject to this Code, as determined by Compliance.
 
“Employment Date”   - the date on which the Employee commenced working for the Company.
 
“Excepted Securities” - Securities not covered by this Code include the following:
 
 
-
direct obligations of the U.S. Government;
 
 
-
bankers’ acceptances;
 
 
-
bank certificates of deposit;
 
 
-
commercial paper;
 
 
-
high quality short-term debt instruments, including repurchase agreements;
 
 
-
shares issued by open-end mutual funds not advised or subadvised by New York Life Investments; and
 
 
-
interests in qualified state college tuition programs (“529 Plans”).
 
“Employee Stock Option Plan” – C ontracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.
 
“Employee Stock Purchase Plan” - An organized plan for employees to buy shares of their company’s stock.
 

 
-5-

 

“Exchange Traded Fund”   – An exchange-traded fund, or ETF, represents shares of ownership in either fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.  ETFs trade throughout the day on an exchange.

“Federal Securities Laws” - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
 
“Front Running”   - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client’s transaction in the underlying security by or on behalf of the Client.
 
“Independent Director” – directors that would not be deemed interested persons, as defined in Section 2(a)(19)(B) of the Investment Company Act.

“Immediate family”   - any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships sharing the same household.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

“Initial Public Offering” - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
“Insider Trading” - the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.
 
“Investment Company Act”   - the Investment Company Act of 1940, as amended.
 
“Investment Club” - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.
 
“Investment Personnel” - Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., traders, analysts and portfolio managers).
 
“Local Compliance Officer” or “LCO” - the applicable designee of the Company’s Chief Compliance Officer .
 
“NYLIM or New York Life Investments” - New York Life Investment Management Holdings LLC and its subsidiaries, excluding McKay Shields, Institutional Capital Corporation and McMorgan.
 
 “Pending Buy or Sell Order ”  - both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.
 
“Private Placement”   - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.
 

 
-6-

 

“Restricted List” – a listing of securities maintained by the CCO or LCO in which trading by Access Persons is generally prohibited.
 
“Registered Representative” - an Employee who is registered as such with a member firm of the National Association of Securities Dealers Regulation, Inc.
 
“Scalping” - buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client’s trades.


 
-7-

 

Section 3.        Personal Investing Activities - Restrictions and Monitoring Procedures

 
3.1            Preclearance Generally
 
Preclearance of personal securities transactions allows New York Life Investments to prevent certain trades that may conflict with client trading activities.  To help prevent Front Running, Scalping, and other trading abuses and actual or potential conflicts of interest, no Employee of New York Life Investments (or account in which an Employee has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or LCO (except pursuant to the exceptions in Section 3.2 below).  Accordingly, each Employee must submit their request to purchase or sell Covered Securities through the Employee Personal Securities Transaction Preclearance System (the “EPSTP System”) via the New York Life Investments Intranet.   Automated feedback will be provided to the Employee as to whether the request is approved or denied.
 
In the event that the EPSTP System is unavailable, Access Persons must file a request with the CCO or LCO (in writing, preferably via electronic mail), in substantially the form of Exhibit C (“Preclearance Form”) before completing any transaction in Covered Securities.  The final determination shall be noted by the CCO or LCO on the Request Form and dated and communicated to the Employee who submitted the request.
 
The authorization given through the EPSTP System or by the CCO or LCO is effective, unless revoked, only for the calendar day that the request was submitted and ultimately approved.  If the transaction is not executed on that same day, a new request must be filed and another authorization must be obtained.
 
3.2               Exceptions to Pre-Clearance Requirements
 
3.2.1             Pre-clearance is not required with respect to any transaction:
 
 
a.
in Discretionary Managed Accounts;
 
 
b.
that is non-volitional in nature : e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
c.
automatic purchases under DRIPs or ESPPs or similar accounts; or
 
 
d.
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
e.
in securities that are Excepted Securities: or
 
 
f.
government-sponsored enterprises fixed income securities (FNMA, FHLMC): or
 
 
g.
municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 

 
-8-

 

3.2.2             In addition, authorization given for initial and subsequent purchases or sales of DRIPS or ESPP will not be subject to the one day authorization provision since transactions in these programs usually take place on a periodic pre-determined basis.
 
3.2.3                 An Independent Director/Trustee need only obtain prior approval from the CCO or LCO before directly or indirectly acquiring or disposing of beneficial ownership in a Covered Security if he or she knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee should have known, that during the 15-day period immediately before or after the Director/Trustee’s transaction in that security, the Company, or any Fund thereof, purchased or sold that security on behalf of the Company, or any Fund thereof, or any Adviser considered purchasing or selling the security. A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated to an Access Person or, with respect to the person making the recommendation, when such person considers making such a recommendation.
 
3.3             Restricted List
 
No Access Person may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company’s Restricted List.  Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.
 
3.4
Front Running and Scalping

Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Access Person if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for the Company.
 
3.5             Maximum Trades and Trade Requests per Quarter
 
While there is no maximum limitation on the number of trades that an Access Person may execute per quarter or trade requests that an Access Person may submit per quarter, the Code grants the CCO or LCO the power to impose such a limitation on any Access Person if it is believed to be in the best interest of the Company.
 
3.6             Trading / Black-Out Periods
 
3.6.1
No Access Person may acquire or dispose of beneficial ownership in Covered Securities (other than Excepted Securities) that New York Life Investments is purchasing or selling for the Company where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Company;
 
3.6.2
No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) on a day when there is a Pending Buy or Sell Order for the Company until such order is executed or withdrawn.
 
3.6.3
No Investment Personnel may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) if any purchase or sale of such securities has been made for the Company in the prior seven calendar days or can reasonably be anticipated for the Company in the next seven calendar days.
 

 
-9-

 

3.7
Exceptions to Trading/Blackout Periods
 
Exceptions may be granted to the black-out period set forth in paragraph 3.6.2 (ii) above in the event that the contemplated transaction involves (i) 500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; or (ii) the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization, if the issuer has market capitalization (outstanding shares multiplied by the current market price per share) less than $5 billion.
 
3.8             Use of Brokerage for Personal or Family Benefit
 
No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through New York Life Investments’ traders.  Employees must effect such trades through their personal broker-dealers.  In addition, no Employee may, for direct or indirect personal or a family member’s benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of New York Life Investments or any Employee’s influence (implied or stated) with New York Life Investments.
 
3.9             Initial Public Offerings
 
No Access Person may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO.
 
3.10             Private Placements
 
No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO.   (Note that pre-approval will generally not be granted if the Private Placement involves a private investment company ( e.g. , a “hedge fund”) that invests in open-end investment companies other than money market funds or equivalents).    All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer on behalf of the Company.  Under such circumstances, New York Life Investments’ decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.
 
3.11            Options

It shall be prohibited for an Investment Personnel to trade in options with respect to securities covered under this Code. Transactions in index options effected on a broad-based index are permitted.

3.12            Short-Term Trading / Sixty Day Holding Period
 
No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days.  Violations will result in disgorgement of the profit to the Company or to a charity of the Company’s choice.  Exceptions may be made by the CCO or LCO to accommodate special circumstances.
 
Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, so long as such transactions are precleared as required under Section 3.1.

 
-10-

 

3.13             Investment Clubs
 
Access Persons and members of their immediate family may not participate in Investment Clubs.  In certain limited instances, exceptions may be granted on a case-by-case basis, e.g., where the person was a member of the Club prior to the adoption of this Policy or was a member of the Club for at least six months before his or her Employment Date.  If an exception is granted, Access Persons or their immediate family members who are granted an exception must directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit F hereto.  Investment Club transactions will be monitored by the CCO or LCO, and may be subject to the pre-clearance requirements of Section 3.1 above, if necessary to prevent abuses of the Code or this Policy.
 
3.14           Other Exceptions
 
The restrictions with respect to: Section 3.3 Restricted List, Sections 3.6 Trading/Black-out Periods, Section 3.12 Short-term trading, and Section 3.13. Investment Clubs do not apply to transactions:
 
 
-
in Discretionary Managed Accounts;
 
 
-
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about New York Life Investments’ purchases and sales of securities.
 
 
-
non-volitional in nature : e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro-rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
-
DRIPs or ESPPs; or
 
 
-
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
-
in securities that are Excepted Securities: or
 
 
-
government-sponsored enterprises fixed income securities (FNMA, FHLMC): or
 
 
-
municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 

 
-11-

 


 
Section 4.        Recordkeeping and Reporting Requirements

 
4.1             Privacy Statement
 
New York Life Investments recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Access Persons in maintaining their privacy regarding this information. Compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Access Persons under the Code will be treated as confidential, subject only to the review provided in the Code or forms thereunder and review by the Securities and Exchange Commission and other regulators.

4.2             Initial Holdings and Account Reports
 
Within 10 days of becoming an Access Person, a report in substantially the form of Exhibit D (“Employee Initial/Annual Securities Holdings Report and Certification”), disclosing every Covered Security in which that Access Person has a direct or indirect Beneficial Ownership interest.  The holdings information must be current as of a date no more than 45 days.  Access Persons must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities) as to which the Access Person has any Beneficial Ownership interest are held.   Such accounts include Discretionary Managed Account s (e.g., wrap accounts) , in which case the Employee must certify that he or she has no direct or indirec t influence or control over the selection or disposition of securities and no knowledge of transactions therein.  Documentation describing that relationship must be submitted to and approved by  Compliance.   Additionally, each new Access Person shall file a report in substantially the form of Exhibit A, (“Acknowledgement of Receipt of the Code of Ethics and Related Policies”), indicating that the Access Person has received, read, understood and will comply with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the NYLIM LLC Selective Disclosure Policy.
 
4.3             Quarterly Reporting and Account Reports
 
Every Access Person shall file with the CCO or LCO a report within 30 calendar days following the end of each calendar quarter reflecting all transactions in any Covered Security  in which an Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must confirm that there were no such transactions in the applicable calendar quarter.  Access Persons must complete this requirement electronically through the EPSTP System via the company Intranet.
 
In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit E (“Quarterly Transactions Report”).
 
Failure to complete the quarterly certification will be considered a violation of the Code.

4.4            Annual Reporting
 
At the end of each calendar year, but in no case later than January 30 th of the following year, every Access Person shall submit to the CCO or LCO, a report disclosing every Covered Security  in which that Access Person has a direct or indirect Beneficial Ownership interest as of year-end.  Access Persons must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities ) as to which the Access Person has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts.    In addition, each Access Person shall file annually a certification indicating that the Access Person has received, read, understood and complied with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the NYLIM LLC Selective Disclosure Policy for the calendar year.  Access Persons must complete these requirements electronically through the EPSTP System via the company Intranet.
 

 
-12-

 

In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit D (“Initial/Annual Securities Holdings Report and Certification”) and Exhibit B (“Annual Certification of Compliance”).
 
4.5             Duplicate Confirmations
 
Each Access Person shall provide the Compliance Department with sufficient information (as outlined in Exhibit D, (“Initial/Annual Securities Holdings Report and Certification”) so that Compliance can arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or LCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements.  The duplicates shall be mailed to Compliance at the applicable address listed in Exhibit F hereto.
 
4.6             New Accounts
 
Each Access Person shall promptly notify th e CCO or LCO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account).   Such accounts include Discretionary Managed Accounts.   Such notification shall be mailed to Compliance at the applicable address listed in Exhibit F hereto.
 
4.7             Reporting of Code Violations
 
Each Access Person shall promptly notify the CCO or LCO of any violation of the Code.

4.8             New York Life Investments Record-keeping
 
New York Life Investments is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Access Persons have direct or indirect Beneficial Ownership.
 
The CCO or the LCO must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of five years.  Acknowledgements of the Code will be maintained for five years after the individual ceases to be an Access Person.
 
4.9             Personal Record Keeping
 
Each Access Person of New York Life Investments is to maintain records adequate to establish that the individual’s personal investment decisions did not involve a conflict with the requirements of the Code.  Generally, such records would include copies of the Access Person’s pre-clearance authorizations, brokerage confirms and brokerage statements, if any.  If there is any question as to whether a proposed transaction might involve a possible violation of the Code, the transaction should be discussed in advance with the CCO or LCO.
 

 
-13-

 

4.10             Application to Independent Directors
 
An Independent Director/Trustee of the Company who would be required to make a report solely by reason of being a Fund director/trustee, need not make:
 
 
-
an initial holdings report under Section 4.2 and an annual holdings report under Section 4.4; and
 
 
-
A quarterly transaction report under Section 4.3, unless the director/trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.
 

 
-14-

 


Section 5.       Administration

 
5.1       General
 
Subject to Rule 204A-1 under the Investment Advisers Act, each adviser and subadviser to the Funds administers its own Code of Ethics.  These codes have been determined to (i) be consistent with Rule 17j-1 of the Investment Company Act;  (ii) have been designed to prevent Access Persons from engaging in fraud; and (iii) require each organization to institute procedures reasonably necessary to prevent violations of its own Code of Ethics.  It has been determined that each Access Person’s compliance with these codes will also satisfy the requirements of the Fund’s Code.
 
5.2       Sanctions and Review
 
Upon discovering a violation of the Code, the Company, or as applicable, the Adviser shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.).  Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate.  The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, payment of fines, suspension of trading privileges or, in more serious cases, suspension or termination of employment.  It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance).  In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3     Review by CCO
 
The CCO will provide to the Board of each Company, on a quarterly basis, a written report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons and sanctions imposed in response to such violations.

5.4           Monitoring

The Company has delegated administration and enforcement of this Code to Compliance. Compliance, utilizing the EPSTP System and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code.  Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5     Exceptions
 
The CCO may grant written exceptions to provisions of the Code in circumstances which present special hardship.  The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions.  Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.  Notwithstanding the foregoing, however, no exception to a provision of the Code shall be granted where such exception would result in a violation of Rule 17j-1 or Rule 204A-1.  Each exception shall be reported to the Board of the Company at the next regularly scheduled meeting of the mutual fund’s Board.

 
-15-

 

EXHIBIT A
 
Acknowledgement of Receipt of the Code of Ethics and related policies

New York Life Investments Funds Code of Ethics
 
NYLIM LLC inside information policy and procedures
 
NYLIM LLC Information Barrier Policy and Procedures
 
NYLIM Holdings LLC gift & entertainment policy
 
Integrity – Standards of Business Conduct


I hereby certify that I have received a copy of the New York Life Investments Funds Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.

 
       
   
(Signature)
 

 
 
Name and Title
 
     
 
Department
 
     
 
Date
 


 
Received By:
 
     
 
Name and Title
 
     
 
Department
 
     
 
Date
 

 
 

 

EXHIBIT B
 


Annual Certification of Compliance with the
 
New York Life Investments Funds Code of Ethics
 
nylim LLC inside information policy and procedures
 
NYLIM  LLC Information Barrier Policy and Procedures
 
Integrity – Standards of Business Conduct


I hereby certify that I have received read and understood the Code and policies listed above.  I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.

       
   
(Signature)
 

 
 
Name and Title
 
     
 
Department
 
     
 
Date
 


 
Received By:
 
     
 
Name and Title
 
     
 
Department
 
     
 
Date
 


 
 

 

EXHIBIT C
 
NEW YORK LIFE INVESTMENTS
 
            Personal Securities Trading Preclearance Request Form
 
EMPLOYEE NAME:    ____________________________________________________

Broker
_______________________________________
   
Brokerage Account Number
_______________________________________
   
Received By (name/title)
_______________________________________
   
Date Received
_______________________________________
 
TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.

DATE
NAME OF SECURITY
# OF SHRS, PRINCIPAL
AMOUNT, ETC.
APPROX PRICE
SYMBOL
OR
CUSIP #
SEC.
MKT.
CAP.
PURCHASE
/SALE
DIRECT OWNERSHIP
(D)
FAMILY (F)
CONTROL (C)
 
APPROVED
/
DENIED
                 
                 
                 
                 
                 
                 

The person indicated above has stated and represents that:
 
(a)
he/she has no inside information (including information relating to planned securities transactions by NYLIM) relating to the above referenced issuer(s);
 
(b)
there is no conflict of interest in these transactions with respect to Company portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and
 
(c)
these securities are not initial public offerings or private placements.

 
 

 

EXHIBIT D
 
ACCESS PERSON INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 
Statement to New York Life Investments by                                                                                                     (Please print your full name) *

Date of Becoming an Access Person: * *                                                                                                  (Initial Report)
December 31, 200___ (Annual Report)

As of the date appearing above, the following are each and every Covered Security   and securities account in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Access Person or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the Funds’ Code of Ethics

This report need not disclose Covered Securities held in any account over which the Access Person has no direct or indirect influence or control.
Name of Security
 
 
 
 
Exchange Ticker
Symbol
 or CUSIP
Broker, Dealer or
Bank
where Security Held
No. of Shares
and Principal Amount
 
 
 
Nature of Interest
(Direct Ownership,
Family Member, Control, Etc.)
         
         
         
         
         
         
         

 

 
Note:
In lieu of an Access Person listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, an annual statement(s) for every bank or brokerage account as to which the Access Person has a Beneficial Ownership interest in securities.  Notwithstanding this accommodation, it is the Access Person’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings.
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
* *  
Please see the definition of Access Person in the Funds’ Code.
 
           
 
 

 

Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit (“Securities Account”) as of the date appearing above:
 
Name of Broker, Dealer or Bank with which
Account Is Held
Date Account Established
Account Number
     
     
     
     
     
     
     
     
I certify that the securities listed above are the only Covered Securities in which I have a direct or indirect Beneficial Ownership interest.

I further certify that the accounts listed above are the only Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by New York life Investment Management LLC to a brokerage services company to be named by the Compliance Officer (the “Company”), who will provide the New York Life Investments Compliance Department with a report of all known brokerage accounts held by me or my spouse, if applicable.  During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (third parties) without prior written consent of New York Life Investments and the employee. Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by New York Life Investments in its commitment to ensure compliance with federal securities laws.
 
Access Person Signature:
         
Date of Submission:
         
           
Received By (Name/Title):
   
Reviewed By (Name/Title):
   
Signature:
   
Signature:
   
Date Received:
   
Date Reviewed:
   

 
 

 

EXHIBIT E
 
QUARTERLY TRANSACTIONS REPORT
 
Statement to New York Life Investments by ____________________(Please print your full name) *
 
For the Calendar quarter ended  _________________________
 
As of the date appearing above, the following are each and every transaction in a Covered Security   in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same house-hold, including any account in which the Access Person or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the Funds Code of Ethics .
 
This report need not disclose transactions in Covered Securities in any account over which the Access Person * * has no direct influence or control.

Name of Security
Amount (No.
of Shares or Principal Amount)
 
 
 
Exchange Ticker Symbol or
CUSIP
 
 
 
Interest Rate/ Maturity Date (if applicable)
Trade
Date
Nature of Transaction (Purchase, Sale,
Etc.)
Price
Nature of Interest
(Direct Ownership, Spouse, Control, Etc.)
 
 
 
Firm Through
Which Transaction
Was Effected
                 
                 
                 
                 
                                                                                                                                     
If no transactions in Covered Securities occurred, please insert “NONE” here:                        
 
In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to New York Life Investment Management LLC any material interests in my Covered Securities   which might reasonably have been expected to involve a conflict with the interests of the Company.   Also, I have disclosed all my Covered Securities to the Company. The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of New York Life Investments personnel in the discharge of their duties are as follows :
 


 
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
 
**
Please see the definition of Access Person in the Funds’ Code.
 

 
 

 


Names
Affiliations
   
   
   

 
Date of Submission:                                                                                                  
 
Access Person Signature: ______________________________________


Received By (Name/Title):                                                                             

Signature:                                                                            

Date Received:   _______________________________________

 
 

 


 

 
EXHIBIT F
 
Address(es) to which Access Person’s duplicate broker confirmations/statements
should be sent:
 

New York Life Investment Management LLC
169 Lackawanna Avenue
PO Box 424
Parsippany, New Jersey, 07054-0424
Attn: Compliance Department



 
 

 

 

 
 

 
 
New York Life Investment Management Holdings LLC
 
 
Code Of Ethics
 












 

 

 
All recipients of the Code should read it carefully, retain it for future reference and abide by its requirements.  Should you have a question as to your status under the code, contact Compliance immediately.
 
Amended 1/2009

 
 

 

Table of Contents
 
Section
 
Page
Section 1.
Statement of General Fiduciary Principals
1
Section 2.
Definitions
5
Section 3.
Personal Investment Activities - Restrictions and Monitoring Procedures
9
Section 4.
Recordkeeping and Reporting
14
Section 5.
Administration
17
     
 
Exhibits
 
 
Identification of Access Person Categories
Exhibit A
 
List of Affiliated Fund Shares
Exhibit B
 
Acknowledgement of Receipt of the Code of Ethics and related policies
Exhibit C
 
Annual Certification of Compliance with the
NYLIM Holdings LLC Code of Ethics
Exhibit  D
 
Personal Securities Trading Preclearance Request Form
Exhibit  E
 
Employee Initial/Annual Securities Holdings Report and Certification
Exhibit F
 
Quarterly Transactions Report
Exhibit G
 
Compliance Addresses for Duplicate Confirmations
Exhibit H
 
Conflicts of Interests Questionnaire
Exhibit I

 
 

 
 
Section 1.    Statement of General Fiduciary Principals and Standards of Business conduct


1.1
General Statement
 
This Code of Ethics (“Code”) has been issued by New York Life Investment Management Holdings LLC (“NYLIM Holdings”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all Employees of NYLIM Holdings and its divisions and subsidiaries (collectively, “New York Life Investments” or the “Company”) 1 .  It is also intended to ensure that all Employees of the Company comply with Federal Securities Laws.   The Code provides each Employee with specific guidance concerning personal security investments and the responsibilities associated with that activity. Some provisions of the Code, particularly with respect to personal trading, only apply to Access Persons, as defined herein and do not apply to all Employees of the Company.  Status as an Access Person will depend on a person’s specific title, functions, duties, activities, and access to information.  Exhibit A to this Code includes a list of certain categories of Employees and departments whose Employees will be considered Access Persons.
 
The Company requires that all Employees observe the applicable standards of duty and care set forth herein.  An Employee may not evade the provisions of the Code by acting through another person, including a friend, relative or other, to act in a manner which is prohibited.
 
Company Management believes that the Company’s own mutual funds provide a broad range of investment options to meet employee investment needs. We encourage Company employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

The Company is entrusted with the assets of our Clients for investment purposes. This fiduciary relationship requires Company personnel to place the interests of our clients before their own and to avoid even the appearance of a conflict of interest. Persons subject to this Code must adhere to this general overriding principle as well as comply with the Code’s specific provisions. This is how we earn and keep our Clients’ trust.

As a fundamental requirement, the Company demands the highest standards of ethical conduct on the part of all its Employees.  All Employees must abide by this basic standard and never take inappropriate advantage of their position with the Company.
 
1.2
Principals and Standards of Business Conduct

The following general fiduciary standards and standards of business conduct shall govern personal investment activities and the interpretation and administration of this Code:
 
_____________________  
1 For purposes of this Code, New York Life Investments includes the following NYLIM Holdings entities: Madison Square Investors LLC, Madison Capital Funding LLC, NYLIM Service Company LLC, NYLIFE Distributors LLC, NYLCAP Manager LLC, New York Life Investments and the following New York Life Insurance Company subsidiaries: and New York Life Trust Company.  MacKay Shields LLC, Institutional Capital LLC and McMorgan & Co. LLC, directly owned subsidiaries of NYLIM Holdings, administer their own Codes of Ethics.

 
1

 

 
 
-
The interests of Clients must be placed first at all times;
 
 
-
All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
 
 
-
Access Persons should not take inappropriate advantage of their positions; and
 
 
-
Access Persons must comply with applicable federal securities laws.

It shall be a violation of this Code and its procedures, for any Employee of the Company, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by any client including a registered investment company or other entity (collectively a “Client”):

 
-
to employ any device, scheme or artifice to defraud any Client for which the Company serves as an investment adviser or sub-adviser;
 
 
-
to make to the Client any untrue statement of a material fact,  or to omit to state to the Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 
 
-
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or
 
 
-
to engage in any manipulative practice with respect to the Client.
 

It shall also be a violation of this Code and its procedures, for any Employee of the Company to engage in any manipulative practice with respect to securities or any other investments, including, without limitation, price manipulation and the spreading, misuse or malicious use of false rumors.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates a fiduciary duty to Clients.

In addition to this Code, employees of New York Life Insurance Company and its subsidiaries are also required to adhere to the policies contained in “ Integrity – Standards of Business Conduct ”.

1.3             Conflicts of Interest
 
As part of this ongoing responsibility, each Employee has the duty to disclose to the Company any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Company or its Affiliates and that does business with the Company or that otherwise presents a possible conflict of interest as described herein.  Disclosure should be timely so that the Company may take action concerning any possible conflict, as it deems appropriate.  It is recognized, however, that the Company has or may have business relationships with many organizations and that a relatively small interest in publicly traded securities of an organization does not necessarily give rise to a prohibited conflict of interest.
 
1.4            Board Membership
 
Except as described in Section 1.6 hereof, it is considered generally incompatible with the duties of an Employee of the Company for that Employee to assume the position of director of a corporation not affiliated with the Company.  A report should be made by an Employee to the CCO and the Employee’s supervisor of any invitation to serve as a director of a corporation that is not an Affiliate and the person must receive the approval of their supervisor and the CCO prior to accepting any such directorship.  In the event that approval is given, the CCO shall immediately determine whether the corporation in question is to be placed on the Company’s Restricted List.
 

 
2

 

1.5             “Other” Business Interests
 
Except as described in Section 1.6 herein, it is considered generally incompatible with the duties of an Employee of the Company to act as an officer, general partner, consultant, agent, representative or employee of any other business, other than an Affiliate.  A report should be made of any invitation to serve as an officer, general partner, consultant, agent, representative or employee of any business that is not an Affiliate and the person must receive the approval of their supervisor.  Any Employee who is Director or above must also receive the approval of the CCO prior to accepting any such position.  In the event that approval is given, the CCO and the Employee’s supervisor shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.6             Permissible Outside Activities
 
Employees who, in the regular course of their duties relating to the Company’s private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior written approval of their department head after consultation with the CCO.  Similar positions with public companies may interfere with the Company’s advisory activities.  Consequently, it is not expected that such positions will be assumed absent unusual circumstances that will benefit Clients.  In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company’s clients.
 
1.7            Conflicts of Interest Questionnaire
 
Initially and annually thereafter, a “Questionnaire on Conflicts of Interest,” in substantially the form attached as Exhibit I hereto, shall be distributed to each Employee for completion and filing with the CCO or his or her designee.  Each Employee shall promptly supplement the annual questionnaire as necessary to reflect any material changes between annual filings.
 
1.8             Gifts and Entertainment
 
Employees are subject to the NYLIM Holdings LLC Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts or entertainment to or from third parties that do business with the Company, its Affiliates, or its Clients.  Employees who are Registered Representatives are also subject to limitations on giving or receiving gifts that are imposed by the Rules of Conduct of the Financial Industry Regulatory Authority (“FINRA”).
 

 
3

 

1.9            Insider Trading

Employees may not trade on inside information ( i.e. , material non-public information 2 ) or communicate such information to others.   An Employee who believes that he or she is in possession of inside information should contact the CCO or LCO immediately.  Please refer to the New York Life Investment Management LLC Inside Information Policy and Procedures (the “NYLIM Inside Information Policies and Procedures”) and the New York Life Investment Management LLC Information Barrier Policy and Procedures (the “NYLIM Information Barrier Policy”) for specific guidelines governing inside information.
 
1.10
Portfolio Holdings Disclosure

It is the Company’s policy to protect the confidentiality of Fund holdings and to prevent the selective disclosure of non-public information concerning Affiliated Funds.  All portfolio information regarding the Funds is subject to the Policy  and Procedures  Concerning Selective Disclosure of Mutual Fund Portfolio Holdings (“Selective Disclosure Policy”).  Annually, all Employees must acknowledge that they have read this Policy and that they have not disclosed portfolio holdings in any manner prohibited by the Policy.  Please refer to the Policy for specific guidelines governing portfolio holdings information.   A violation of the Policy on selective disclosure is considered a violation of this Code.
 
1.11            Excessive Trading

Employees are prohibited from short-term trading or excessive trading of  mutual funds advised or subadvised by the Company (“Affiliated Funds”), other than those that permit such trading, and must comply with any trading restrictions established by the Company to prevent market timing of these funds.  Please refer to Section 3 for specific guidelines governing Affiliated Funds.


______________________________  
2 Material information generally is that which a reasonable investor would consider significant in making an investment decision.   Nonpublic information is any information which has not been disclosed to the general public.  Information is considered public when it is widely disseminated; e.g. disclosure in the news media or company filings.
 

 
4

 

Section 2        Definitions


“Access Person” - shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act and as set forth in Rule 204A-1 of the Advisers Act and   shall include:
 
 
-
an officer 2 or director of New York Life Investments;
 
 
-
any “Supervised Person” of New York Life Investments who has access to non-public information regarding any clients’ purchase or sale of securities, or information regarding the portfolio holdings of any Affiliated Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.
 
Also, employees in certain departments may also be deemed Access Persons.  Please refer to Exhibit A for more information.

“Affiliate” - any person directly or indirectly controlling, controlled by or under common control with such other group.
 
“Affiliated Fund” - an investment company advised or subadvised by the Company and any investment company whose investment adviser or principal underwriter is controlled by or under common control with the Company.
 
“Affiliated Fund Shares” - shares of an Affiliated Fund.
 
“Automatic Investment Plan” – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

“Beneficial Ownership” - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder.  A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities.  A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person.  A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or (vi) by a holding company that he or she controls.
 
___________________________  
2
“Officer” for the purposes of the Code encompasses all New York Life Investments Executive Employees, (i.e.  Director or higher), the Secretary, Controller, and any other New York Life Investments officer who performs policy-making functions.
 

 
5

 

 “Cashless Exercise” - Transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.
 
 “Chief Compliance Officer” or “CCO” - the Company’s Chief Compliance Officer.
 
“Client”   - any client of the Company, including a registered investment company (mutual fund) or other person or entity.
 
“Code”   - means this Code of Ethics.
 
“Covered Security”   - any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

“Discretionary Managed Account” – an account managed on a discretionary basis by a person other than such Employee over which an Employee certifies that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein and documentation describing that relationship has been submitted to and approved by the New York Life Investments Compliance Department.

“Dividend Reinvestment Plan” – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

  “Employee” - any person employed by New York Life Investments, Madison Square Investors LLC, and any person who is an Access Person of the Company as defined in herein.  Temporary employees and outside consultants who work on-site at New York Life Investments and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by the Company may be subject to this Code, as determined by New York Life Investments Compliance.
 
“Employment Date” - the date on which the Employee commenced working for the Company.
 
“Employee Stock Option Plan” – C ontracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.
 
“Employee Stock Purchase Plan” - An organized plan for employees to buy shares of their company’s stock.
 
“Excepted Securities” - Securities not covered by this Code include the following:
 
 
-
direct obligations of the U.S. Government;
 

 
6

 

 
-
bankers’ acceptances;
 
 
-
bank certificates of deposit;
 
 
-
commercial paper;
 
 
-
high quality short-term debt instruments, including repurchase agreements;
 
 
-
shares issued by open-end mutual funds not advised or subadvised by the Company; and
 
 
-
interests in qualified state college tuition programs (“529 Plans”).
 
“Exchange Traded Fund” – An exchange-traded fund, or ETF, represents shares of ownership in either fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.  ETFs trade throughout the day on an exchange.

“Federal Securities Laws” - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
 
“Front Running”   - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client’s transaction in the underlying security by or on behalf of the Client.
 
“Immediate family”   - any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships sharing the same household.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

“Initial Public Offering” - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
“Insider Trading” - the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.
 
“Investment Company Act”   - the Investment Company Act of 1940, as amended.
 
“Investment Club” - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.
 
“Investment Personnel” - Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., portfolio managers, traders and analysts).
 
“Local Compliance Officer” or “LCO” - the applicable designee of the Company’s Chief Compliance Officer .
 

 
7

 

“New York Life Investments” - includes the following NYLIM Holdings entities: Madison Square Investors LLC, Madison Capital Funding LLC, NYLIM Service Company LLC, NYLIFE Distributors Inc., NYLCAP Manager LLC, and New York Life Investments. as well as the following New York Life Insurance Company subsidiaries: New York Life Trust Co. FSB and New York Life Trust Company.
 
 “Pending Buy or Sell Order ” - both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.
 
“Private Placement”   - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.
 
“Restricted List” – a listing of securities maintained by the CCO or LCO in which trading by Employees is generally prohibited.
 
“Registered Representative” - an Employee who is registered as such with a member firm of the Financial Industry Regulatory Authority (“FINRA”).
 
“Scalping” - buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client’s trades.

“Supervised Person” – An adviser’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.


 
8

 

Section 3.        Personal Investing Activities - Restrictions  and Monitoring Procedures

 
3.1            Preclearance Generally
 
Preclearance of personal securities transactions allows the Company to prevent certain trades that may conflict with client trading activities.  To help prevent Front Running, Scalping, and other trading abuses and actual or potential conflicts of interest, no Employee of the Company (or account in which an Employee has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or LCO (except pursuant to the exceptions in Section 3.2 below).  Accordingly, each Employee must submit their request to purchase or sell Covered Securities through the Employee Personal Securities Transaction Preclearance System (the “EPSTP System”) via the Company’s Intranet.   Automated feedback will be provided to the Employee as to whether the request is approved or denied.
 
In the event that the EPSTP System is unavailable, Employees must file a request with the CCO or LCO (in writing, preferably via electronic mail), in substantially the form of Exhibit E (“Preclearance Form”) before completing any transaction in Covered Securities.  The final determination shall be noted by the CCO or LCO on the Request Form and dated and communicated to the Employee who submitted the request.
 
The authorization given through the EPSTP System or by the CCO or LCO is effective, unless revoked, only for the calendar day that the request was submitted and ultimately approved.  If the transaction is not executed on that same day, a new request must be filed and another authorization must be obtained.

 
3.2               Exceptions to Pre-Clearance Requirements
 
3.2.1             Pre-clearance is not required with respect to any transaction:
 
 
a.
in Discretionary Managed Accounts;
 
 
b.
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about the Company’s purchases and sales of securities.
 
 
c.
that is non-volitional in nature : e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
d.
in automatic purchases under DRIPs, ESPPs or similar accounts ; or
 
 
e.
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
f.
in securities that are Excepted Securities; or
 
 
g.
in government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 

 
9

 

 
h.
in municipal (“muni”) bonds; or
 
 
i.
in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
3.2.2             In addition, authorization given for initial and subsequent purchases or sales of DRIPS or ESPP will not be subject to the one day authorization provision since transactions in these programs usually take place on a periodic pre-determined basis.
 
3.3             Restricted List
 
No Employee may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company’s Restricted List.  Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.
 
3.4
Front Running and Scalping

Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Employee if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a Company Client.
 
3.5             Maximum Trades and Trade Requests per Quarter
 
While there is no maximum limitation on the number of trades that an Employee may execute per quarter or trade requests that an Employee may submit per quarter, the Code grants the CCO or LCO the power to impose such a limitation on any Employee if it is believed to be in the best interest of the Company or its Clients.
 
3.6             Trading / Black-Out Periods
 
3.6.1
No Access Person may acquire or dispose of beneficial ownership in Covered Securities (other than Excepted Securities) that the Company is purchasing or selling for any Client or proposes to purchase or sell for any Client where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Client;
 
3.6.2
No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) on a day when there is a Pending Buy or Sell Order for a Client of the Company.
 
3.6.3
3.6.3      No Investment Personnel may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) if any purchase or sale of such securities has been made for a Company Client account in the prior seven calendar days or can reasonably be anticipated for a Company Client account in the next seven calendar days.
 
3.7
Exceptions to Trading/Blackout Period
 
Exceptions may be granted to the black-out period set forth in paragraph 3.6.3 above in the event that the contemplated transaction involves (i) 500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; or (ii) the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization, if the issuer has market capitalization (outstanding shares multiplied by the current market price per share) less than $5 billion.
 

 
10

 

3.8            Use of Brokerage for Personal or Family Benefit
 
No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through the Company’s traders.  Employees must effect such trades through their personal broker-dealers.  In addition, no Employee may, for direct or indirect personal or a family member’s benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of the Company or any Employee’s influence (implied or stated) with the Company.
 
3.9            Initial Public Offerings
 
No Access Person (or Employees who are Registered Representatives) may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO.
 
3.10          Private Placements
 
No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO.   (Note that pre-approval will generally not be granted if the Private Placement involves a private investment company ( e.g. , a “hedge fund”) that invests in open-end investment companies other than money market funds or equivalents).   All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer on behalf of Client accounts.  Under such circumstances, the Company’s decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.
 
3.11
Options

It shall be prohibited for Investment Personnel to trade in options with respect to individual securities covered under this Code.  Transactions in index options effected on a broad-based index are permitted.

3.12          Short-Term Trading / Sixty Day Holding Period
 
No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days.   The 60-day holding period is measured from the time of the most recent purchase of shares of the relevant Covered Security by the Employee.   Violations will result in disgorgement of the profit to the Client or to a charity of the Company’s choice.  Exceptions may be made by the CCO or LCO to accommodate special circumstances.
 
Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, so long as such transactions are precleared as required under Section 3.1.

3.13          Investment Clubs
 
Access Persons and members of their immediate family may not participate in Investment Clubs.  In certain limited instances, exceptions may be granted on a case-by-case basis, e.g., where the person was a member of the Club prior to the adoption of this Policy or was a member of the Club for at least six months before his or her Employment Date.  If an exception is granted, Access Persons or their immediate family members who are granted an exception must direct that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto.  Investment Club transactions will be monitored by the CCO or LCO, and may be subject to the pre-clearance requirements of Section 3.1 above, if necessary to prevent abuses of the Code or this Policy.
 

 
11

 

Employees who are not Access Persons and their family members may participate in an Investment Club provided (i) the employee promptly discloses the membership to the CCO, ii.) the employee provides sufficient information about the investment club as requested and (ii) directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto.
 
3.14      Other Exceptions
 
The restrictions with respect to: Section 3.3 Restricted List, Sections 3.6 Trading/Black-out Periods, Section 3.12 Short-term trading, and Section 3.13. Investment Clubs do not apply to transactions:
 
 
-
in Discretionary Managed Accounts;
 
 
-
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about the Company’s purchases and sales of securities.
 
 
-
non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro-rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
-
DRIPs or ESPPs; or
 
 
-
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
-
in securities that are Excepted Securities; or
 
 
-
in government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
 
-
in municipal (“muni”) bonds: or
 
 
-
in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
3.15            Affiliated Fund Shares
 
The following provisions apply to all Affiliated Fund Shares held by an Employee, including, but not limited to, shares owned through a 401(K) plan or similar account, or through a variable insurance product.

 
12

 

No Employee shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same Affiliated Fund (of which such Employee has a beneficial ownership interest) within 60 days.  The 60-day holding period is measured from the time of the most recent purchase of shares of the relevant Affiliated Fund by the Employee.  Waivers of this requirement may be granted in cases of death, disability, or other special circumstances by the CCO and in accordance with the Fund’s Policy and Procedures to Detect and Prevent Market Timing.  Violations will result in disgorgement of the profit to the relevant Affiliated Fund.
 
None of the above-specified restrictions on short-term trading in Affiliated Fund shares shall apply to the following transactions:
 

-
Purchases or sales effected in any account over which the Employee has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Employee and the investment advisor agree in writing to abide by these restrictions in a manner approved by the CCO or LCO ;
 
-
Purchases or sales that are non-volitional on the part of the Employee;
 
-
Purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), an employee stock purchase plan or program, or other automatic stock purchase plans or programs;
 
-
Sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs ; or
 
-
Purchases or sales with respect to Affiliated Fund Shares of a taxable or tax-exempt money market fund.
 
 

 


 
13

 

Section 4.       Recordkeeping and Reporting Requirements

 
4.1            Privacy Statement
 
The Company recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Employees in maintaining their privacy regarding this information.  New York Life Investments Compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Employees under the Code will be treated as confidential, subject only to the review provided in the Code or forms thereunder and review by the Securities and Exchange Commission and other regulators.
 

4.2             Initial Holdings and Account Reports
 
At the time of becoming an Employee, but in no case later than 10 days from the Employment Date (30 days for Employees who are not Access Persons), every new Employee shall submit to the CCO or LCO, a report in substantially the form of Exhibit F (“Employee Initial/Annual Securities Holdings Report and Certification”), disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of the Employment Date.  The holdings information must be current as of a date no more than 45 days prior to the employment date.  Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts (e.g., wrap accounts), in which case the Employee must certify that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein.  Documentation describing that relationship must be submitted to and approved by New York Life Investments Compliance.  Additionally, each new Employee shall file a report in substantially the form of Exhibit C, (“Acknowledgement of Receipt of the Code of Ethics and Related Policies”), indicating that the Employee has received, read, understood and will comply with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the Selective Disclosure Policy.

 
4.3            Quarterly Reporting and Account Reports
 
Every Access Person shall file with the CCO or LCO a report within 30 calendar days following the end of each calendar quarter reflecting all transactions in any Covered Security and Affiliated Fund 3 in which an Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must confirm that there were no such transactions in the applicable calendar quarter.  Employees must complete this requirement electronically through the EPSTP System via the the Company’s Intranet.
 
In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit G (“Quarterly Transactions Report”).
 
Failure to complete the quarterly certification will be considered a violation of the Code.
 
_____________________
3
  New York Life Investments Compliance receives information on holdings and transactions in Affiliated Fund Shares held through the 401(k) plan directly from the Company’s 401 (k) plan sponsors.  Therefore, reporting relating to these holdings and transactions need not be provided directly from the Employee.
 


4.4            Annual Reporting
 
At the end of each calendar year, but in no case later than January 30 th of the following year, every Employee shall submit to the CCO or LCO, a report disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of year-end.  Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts.
 
In addition, each Employee shall file annually a certification indicating that the Employee has received, read, understood and complied with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the Selective Disclosure Policy for the calendar year.  Employees must complete these requirements electronically through the EPSTP System via the Company’s Intranet.
 
In the event that the EPSTP System is unavailable, Employees shall file with the CCO or LCO a report substantially the form of Exhibit F (“Employee Initial/Annual Securities Holdings Report and Certification”) and Exhibit D (“Annual Certification of Compliance”).
 
4.5            Duplicate Confirmations
 
Each Employee shall provide the Compliance Department with sufficient information (as outlined in Exhibit F, (“Employee Initial/Annual Securities Holdings Report and Certification”) so that Compliance can arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or LCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements.  The duplicates shall be mailed to New York Life Investments at the applicable address listed in Exhibit H hereto.
 
4.6            New Accounts
 
Each Employee shall promptly notify the CCO or LCO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account).  Such accounts include Discretionary Managed Accounts.  Such notification shall be mailed to New York Life Investments at the applicable address listed in Exhibit H hereto.

4.7            Reporting of Code Violations
 
Each Employee shall promptly notify the CCO or LCO of any violation of the Code.

4.8            New York Life Investments Record-keeping
 
The Company is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Employees have direct or indirect Beneficial Ownership.
 
The CCO or the LCO must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of five years.
 

 
15

 

Acknowledgements of the Code will be maintained for five years after the individual ceases to be an Employee.
 
4.9            Personal Record Keeping
 
Each Employee of the Company is to maintain records adequate to establish that the individual’s personal investment decisions did not involve a conflict with the requirements of the Code.  Generally, such records would include copies of the Employee’s pre-clearance authorizations, brokerage confirms and brokerage statements, if any.  If there is any question as to whether a proposed transaction might involve a possible violation of the Code, the transaction should be discussed in advance with the CCO or LCO.
 
 
 
 
 
 

 
16

 

Section 5.     Administration
 
5.1
Mutual Fund Code of Ethics
 
Certain New York Life Investments Employees may owe a specific duty of care to each mutual fund Client based on the Employee’s status as an Access Person of that mutual fund.  It has been determined that each Employee’s compliance with the Company’s Code will also satisfy the requirements of Rule 17j-1 of the Investment Company Act as well as any mutual fund that the Company presently advises or sub-advises.
 
5.2
Sanctions and Review
 
Upon discovering a violation of the Code, the Company shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.).  Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate.  The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, payment of fines, suspension of trading privileges or, in more serious cases, suspension or termination of employment.  It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance).  In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3
Review by CCO
 
The CCO will provide to the Board of each mutual fund Client, on a quarterly basis, a written report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons and sanctions imposed in response to such violations.

5.4
Monitoring

The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance.  Compliance, utilizing the EPSTP System and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code.  Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5
Acknowledgment and Training
 
Each Employee must certify at the time of becoming an Employee and annually thereafter, in substantially the form of Exhibit D hereto, that he or she has read and understood, is subject to and has complied with the Code and its related polices.  Each Employee must attend a Code of Ethics training session conducted by Compliance within a reasonable time period upon becoming an Employee.  Compliance is available to all Employees at all times for questions as to the application of this Code.
 

 
17

 

5.6
Exceptions
 
The CCO may grant written exceptions to provisions of the Code in circumstances which present special hardship.  The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions.  Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.  Notwithstanding the foregoing, however, no exception to a provision of the Code shall be granted where such exception would result in a violation of Rule 17j-1 or Rule 204A-1.  To the extent any such exception relates to an Employee who is an Access Person of a mutual fund Client, such exception shall be reported to the Board of such mutual fund Client at the next regularly scheduled meeting of the mutual fund’s Board.
 

 

 
18

 

EXHIBIT A

 

Categories of Employees and Departments
Whose Employees Will Be Considered Access Persons

All NYLIM Holdings Directors
Securities Operations
All New York Life Investments Officers (Director and above)
Real Estate (New York Home Office)
Compliance
Fixed Income Investors Group
Office of General Counsel
Madison Square Investors LLC Employees
Fund Accounting Oversight Group
New York Life Capital Partners
Information Technology
Investment Consulting Group
New York Life Trust Co. 1
Certain departments of New York Life Insurance Company - Treasury, CNTL – Investment Accounting & Reporting, CNTL – Separate Account Management, Corporate Information  (CAMRA Access & Access to New York Life Investments Email ), Office of the CIO – L&A (CAMRA & FIRM Access and Equity Analysis) Corporate Compliance (Examiner Users Only)
Institutional Sales
Managed Accounts
 
 
 
Departments Whose Employees Generally Will Not Be
Considered ACCESS Persons 2
 

Guaranteed Products
Finance
New York Life Retirement Plan Services - Westwood
Retail Investments
Retirement Services  - Parsippany
Building Services
Service Company
Communications
Human Resources
Marketing/Product Development
Madison Capital Funding
 


_____________________________   
1 Although these entities are direct subsidiaries of New York Life Insurance Company, they are operated by employees of New York Life Investments and are therefore covered under this Code.
   
2
An individual’s status as an Access Person will depend on that person’s specific title, functions, duties, activities, and access to information.
 

 
 

 



EXHIBIT B
 

List of Affiliated Funds as of January 2009
 

 
Affiliated Fund means an investment company advised or sub-advised by New York Life Investments, currently:
 

 
 
Ø
The MainStay Funds
 
 
Ø
MainStay VP Series Funds
 


 
 

 

EXHIBIT C
 
Acknowledgement of Receipt of the Code of Ethics and related policies

NYLIM Holdings LLC Code of Ethics
NYLIM LLC inside information policy and procedures
NYLIM LLC Information Barrier Policy and Procedures
NYLIM Holdings LLC gift & entertainment policy
policy and procedures concerning selective disclosure of mutual fund portfolio holdings
Integrity – Standards of Business Conduct


I hereby certify that I have received a copy of the New York Life Investment Management Holdings LLC Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.

 

 

   
 
(Signature)     
 
     
     
Name and Title
 
   
Department
 
   
Date
 
   


Received By:
   
Name and Title
 
   
Department
 
   
Date
 
   

 



EXHIBIT D
 


Annual Certification of Compliance with the
NYLIM Holdings LLC Code of Ethics
nylim LLC inside information policy and procedures
NYLIM LLC Information Barrier Policy and Procedures
NYLIM Holdings LLC gift & entertainment policy
policy and procedures concerning selective disclosure of mutual fund portfolio Holdings
Integrity – Standards of Business Conduct


I hereby certify that I have received read and understood the Code and policies listed above.  I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.



 

   
 
(Signature)     
 
     
     
Name and Title
 
   
Department
 
   
Date
 
   

 
Received By:
   
Name and Title
 
   
Department
 
   
Date
 
   


 
 

 

EXHIBIT E
 
NEW YORK LIFE INVESTMENTS
            Personal Securities Trading Preclearance Request Form
 
EMPLOYEE NAME:      ____________________________________________________

Broker
_______________________________________

Brokerage Account Number
_______________________________________

Received By (name/title)
_______________________________________

Date Received
_______________________________________
 
TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.

DATE
NAME OF SECURITY
# OF SHRS, PRINCIPAL AMOUNT, ETC.
APPROX PRICE
SYMBOL OR
CUSIP #
SEC.
MKT.
CAP.
PURCHASE/SALE
DIRECT OWNERSHIP (D)
FAMILY (F)
CONTROL (C)
 
APPROVED/
DENIED
                 
 
 
               
 
 
               
 
 
               
 
 
               
 
 
               

The person indicated above has stated and represents that:
 
(a)
he/she has no inside information (including information relating to planned securities transactions by the Company) relating to the above referenced issuer(s);
 
(b)
there is no conflict of interest in these transactions with respect to Client portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and
 
(c)           these securities are not initial public offerings or private placements.

 
 

 

EXHIBIT F
 
EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 
Statement to New York Life Investments by   ________________________________ (Please print your full name) *

Date of Becoming an Employee: * * ___________________ (Initial Report)
December 31, 200___ (Annual Report)

As of the date appearing above, the following are each and every Covered Security and Affiliated Fund and securities account in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the NYLIM Holdings LLC Code of Ethics

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.
Name of Security /
Affiliated Fund
Exchange Ticker
Symbol
 or CUSIP
Broker, Dealer or
Bank
where Security Held
No. of Shares
and Principal Amount
Nature of Interest
(Direct Ownership,
Family Member, Control, Etc.)
         
         
         
         
         
         
         

___________________________  
Note:
In lieu of an Employee listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, an annual statement(s) for every bank or brokerage account as to which the Employee has a Beneficial Ownership interest in securities.  Notwithstanding this accommodation, it is the Employee’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings.
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
**
Please see the definition of Employee in the NYLIM Holdings LLC Code.


Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities and Discretionary Managed Accounts) are held for my direct or indirect benefit (“Securities Account”) as of the date appearing above:
 
Name of Broker, Dealer or Bank with which
Account Is Held
Date Account Established
Account Number
     
     
     
     
     
     
     
     
I certify that the securities listed above are the only Covered Securities and Affiliated Funds in which I have a direct or indirect Beneficial Ownership interest.

I further certify that the accounts listed above are the only Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by New York life Investments to a brokerage services company to be named by the Compliance Officer (the “Company”), who will provide the New York Life Investments Compliance Department with a report of all known brokerage accounts held by me or my spouse, if applicable.  During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (third parties) without prior written consent of the Company and the employee. Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.
 
Employee Signature: ____________________________
Date of Submission: _____________________________


Received By (Name/Title): ________________________
Received By (Name/Title): ________________________
Signature: ______________________________________
Signature: ______________________________________
Date Received: __________________________________
Date Received: __________________________________
 

EXHIBIT G
 
QUARTERLY TRANSACTIONS REPORT
 
Statement to New York Life Investments by ____________________(Please print your full name) *
 
For the Calendar quarter ended  _________________________
 
As of the date appearing above, the following are each and every transaction in a Covered Security and Affiliated Fund in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same house-hold, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the NYLIM Holdings LLC Code of Ethics .
 
This report need not disclose transactions in Covered Securities and Affiliated Fund Shares in any account over which the Employee * * has no direct influence or control.

Name of
Security /Affiliated
Fund
 
 
Amount (No.
of Shares or
Principal
Amount)
Exchange Ticker
Symbol or
CUSIP
Interest Rate/
Maturity Date (if
applicable)
Trade
Date
Nature of Transaction
(Purchase, Sale,
Etc.)
Price
Nature of Interest
(Direct Ownership,
Spouse, Control, Etc.)
Firm Through
Which Transaction
Was Effected
                 
                 
                 
                 
 
If no transactions in Covered Securities and Affiliated Fund Shares occurred, please insert “NONE” here:
 
____________________________  
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
 
**
Please see the definition of Employee in the NYLIM Holdings LLC Code.
 


In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to New York Life Investments any material interests in my Covered Securities and Affiliated Fund Shares which might reasonably have been expected to involve a conflict with the interests of Clients.   Also, I have disclosed all my Covered Securities and Affiliated Fund Shares holdings to New York Life Investments.
 
The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of Company personnel in the discharge of their duties are as follows:
 
Names
Affiliations
   
   
   

 
Date of Submission: ___________________________________________
 
Employee Signature: ___________________________________________




Received By (Name/Title):________________________

Signature:______________________________________

Date Received:  _________________________________



 
EXHIBIT H
 
Address to which employee’s duplicate broker confirmations/statements
should be sent.
 

New York Life Investments
169 Lackawanna Avenue
P.O. Box 424
Parsippany, New Jersey, 07054-0424
Attn: Compliance Department



 

 
 

 

EXHIBIT I
 
NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS
 
CONFLICTS OF INTEREST QUESTIONNAIRE
 
 
Name:
(PLEASE PRINT)
__________________________
Title:
 
__________________________
Department:
 
__________________________

(Please provide complete details of any “yes” answer)

Affiliations with Outside Business Entities Exclude affiliations with New York Life subsidiaries.

1.
Are you affiliated with any enterprise as an, in any capacity in which you had the responsibility or ability to influence the management of such enterprise?  Such capacities include, but are not limited to, officer, director, trustee, partner, employee, independent contractor or sole proprietor?
 
 
Yes
No

 
Name of Entity:
 
 
Nature of Business:
 
 
Position Held:
 
 
Period Position Held:
 
 

 
Is the organization for profit?  Yes_____ No______
 
or for non-profit?  Yes_____ No_____
 
Financial Interests in Outside Business Entities Exclude affiliations with New York Life subsidiaries .

2.
To the best of your knowledge, are you or, any member of your family 1 employed by or serve on the board of directors of, or own, directly or indirectly, a material beneficial financial interest (that is, to your knowledge an ownership interest equal to or greater than 1% of such entity or 10% of your total net worth, whichever is less) in any of the following:
 
_________________________________  
1 “Family” means an employee’s spouse, child or other relative, whether related by blood, marriage or otherwise.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

 
 

 


 
a.
a provider of goods and/or services to the Company (e.g., PricewaterhouseCoopers or Staples?)
Yes
No
 
b.
an entity which engages in commercial transactions with the Company other than as a provider as disclosed in 2a?
Yes
No
 
c.
a business entity in which the Company also holds a financial interest?
Yes
No
 
d.
a company whose principal business is the issue and sale of life insurance, annuities or long-term care  insurance?
Yes
No
 
e.
an insurance agency, brokerage or insurance consulting firm?
Yes
No
 
f.
a mortgage banking concern or mortgage loan correspondent of the Company?
Yes
No
 
g.
an investment bank, investment company, investment advisor, broker-dealer or other firm engaged in the business of buying and selling securities or providing investment advice?
Yes
No
 
h.
an organization that provides legal, accounting, consulting, training or management services to the financial services industry?
Yes
No
 
i.
a business that has property which is subject to a real estate mortgage held by the Company?
Yes
No

 
(Please provide complete details for any “yes” answer including persons and/or entities involved, dates, and the nature of the relationship or transaction)
 
 
 
 
 

 
Other Financial Interests
   
3.
To the best of your knowledge, do you or any member of your family hold a financial interest (not disclosed in Section 2) that affects or might appear to affect the discharge of your duties and responsibilities to the Company?
 
 
Yes
No

(Please provide complete details for any “yes” answer)
 
 
 
 
 
 

 
 

 


Compliance with Domestic and Foreign Laws, Rules and Regulations
4.
a.
Have you, directly or indirectly, been involved in any of the following within the past ten years:

   
i.
Anti-trust, copyright, or patent litigation?
Yes
No
   
ii.
Civil or criminal action or administrative proceeding charging a violation of a federal or state securities law or regulation?
Yes
No
   
iii.
Any other criminal action or investigation?
Yes
No
   
iv.
Representative actions, class actions, or derivative suits?
Yes
No
   
v.
A formal administrative or regulatory action by any regulatory agency or self-regulatory organization?
Yes
No
 
b.
Have any punitive, exemplary or extra- contractual compensatory damages been sought, awarded, paid or part of a settlement agreement that has been entered into   within the past five years in connection with   any business activity in which you were involved?
Yes
No
 
c.
Have you, or an organization over which you exercised control, at any time in the past:

   
i.
Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign or military court to: (a) any felony (or its equivalent offense) or (b) any misdemeanor (or its equivalent offense) involving insurance, securities, commodities, banking, real estate or any other investment-related business or activity (collectively, referred to as “investment-related activity”); fraud, false statements or omissions; wrongful taking of property; bribery; perjury; forgery; counterfeiting; extortion; or a conspiracy to commit any of these offenses?
Yes
No
   
ii.
Been charged with any felony or with any misdemeanor specified above in question 4 c. i.?
Yes
No
   
iii.
Been found by any domestic or foreign court in a civil action or alternative dispute resolution proceeding, or by any state or federal governmental authority or agency, self-regulatory organization, or any foreign financial regulatory authority to have violated, or been involved in a violation of, any law, rule or regulation involving any investment-related activity, fraud, false statements or omissions, wrongful taking of property or unethical behavior?
Yes
No
   
iv.
Been permanently or temporarily enjoined by any domestic or foreign court, state or federal governmental authority or agency, or self-regulatory organization from engaging in any type of business practice or activity (including, but not limited to, any investment-related activity)?  
Yes
No

 
 

 


   
v.
Had an action dismissed pursuant to a consent order or decree, or entered into a settlement agreement, in any domestic or foreign criminal, civil, administrative or regulatory or alternative dispute resolution proceeding brought against you, or an entity over which you exercised control, which was associated with any type of business practice or business activity (including, but not limited to, any investment-related activity)?
Yes
No

 
d.
Are you, or based upon the activities that occurred while you exercised control over it is any entity, currently the subject of a pending criminal or regulatory proceeding, which has not been disclosed to the Office of the General Counsel?
Yes
No
 
e.
Has any state or federal governmental authority or agency, or self-regulatory organization (including, but not limited to, the Securities & Exchange Commission, the Commodity Futures Trading Commission, the NASD Regulation, Inc.), or any foreign financial regulatory authority (including, but not limited to the SEC, the Commodity Futures Trading Commission, the NASD Regulation, Inc.) ever:
   
   
i.
Found you to have been involved in a violation of its rules or a cause of an investment related business having its authorization to do business denied, suspended or restricted?
Yes
No
   
ii.
Imposed a civil money penalty on you, or ordered you to cease and desist from any activity?
Yes
No
   
iii.
Disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?
Yes
No
   
iv.
Denied, suspended, or revoked your registration or license or otherwise prevented you, by order, from   associating with an investment-related business or restricted your activity?
Yes
No
 
f.
Have you, prior to, or in connection with, the purchase or sale of securities for your own account, or for an account over which you had beneficial control, come into possession of and traded on material, non-public information or disclosed such information to any other person for other than a legitimate business purpose?
Yes
No
 
g.
Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
Yes
No
 
h.
Are you now the subject of any civil proceeding formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial regulatory authority, or a criminal information or indictment that could result in a "yes" answer to any part of this Question 4?
Yes
No

(Please provide complete details for any “yes” answer)
 
 
 
 
 
 


 
 

 

I hereby certify that, to the best of my knowledge and belief, the foregoing answers, including the details of any affirmative responses made herein, are true and complete and that I shall update these answers promptly with an amended written response as circumstances change during the year.




Signature: _________________________________
Date: _______________________


 
 

 








Epoch Holding Corporation
_______________________________

Code of Ethics and Business Conduct


Amended as of September 15, 2009










 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

Table of Contents

Statement of General Policy
4
1.
Definition of Terms Used
5
2.
Compliance with Laws, Rules and Regulations
6
3.
Compliance With Internal and Disclosure Controls and Dealings with External Auditors
7
4.
Conflicts of Interest
8
5.
Disclosure and Reporting
9
6.
Insider Trading
10
7.
Corporate Opportunities
10
8.
Transactions with Our Business Associates
10
9.
Competition and Fair Dealing
11
10.
Preferential Treatment and Gifts
11
11.
Discrimination and Harassment
11
12.
Health and Safety
11
13.
Corporate Books and Records
11
14.
Document Retention
12
15.
Non-Disclosure of Information
12
16.
Guarding Corporate Assets
13
17.
Implementation of the Code
13
18.
Enforcement
14
19.
Condition of Employment or Service
14
   
Exhibit A – Epoch Holding Company Insider Trading Policy
15
1.
Statement of General Insider Trading Policy
16
2.
Prohibited Transactions Relating to Securities of the Company
17
3.
Requirements Applicable to Employee-Related Accounts
18
4.
Statement of General Principles
20
5.
Prohibited Purchases and Sales of Securities
20
6.
Pre-Clearance of Securities Transactions in Employee-Related Accounts
21
7.
Reporting and Other Requirements Applicable to Employee-Related Accounts
24
 
 
As of September 15, 2009
Page  2

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
8.
Protection of Confidential Information Concerning Client Recommendations, Advice, or Trading; “Chinese Wall” Procedures
25
9.
Securities Trades by Company Personnel – Restricted Periods
28
     
List of Appendices
29
     
APPENDIX A
30
     
APPENDIX B
31
     
APPENDIX C
32
     
APPENDIX D
33
     
APPENDIX E
34
     
APPENDIX F
35
     
APPENDIX G
36
     
APPENDIX H
37



As of September 15, 2009
Page 3

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

Statement of General Policy
 
Epoch Holding Corporation and its direct and indirect subsidiaries ("Epoch") are committed to the principle of honest and ethical conduct in all aspects of its business.  With the adoption of the Sarbanes-Oxley Act of 2002, and rules adopted by the Securities and Exchange Commission (the "Commission"), all publicly held companies have been encouraged to adopt and make available to the public written codes of ethics and business conduct providing guiding principles to their executive officers, principal financial officers and principal accounting officers or controllers (or persons performing similar functions).  The Commission has strongly recommended, however, that each publicly held company that adopts written codes of ethics and business conduct require all of its directors and employees to comply with such codes.  We both expect and require all directors, officers and employees of the Company to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them.  The Company's specific detailed policies and procedures contained in Memorandums, Guidance and Policies which we may from time to time distribute to our officers, directors and employees, are separate requirements and are in addition to and not in derogation of this Code.
 
The basic principle that governs all of our officers, directors and employees is that Epoch’s business should be carried on with loyalty to the interest of our shareholders, customers, suppliers, fellow employees, strategic partners and other business associates. The philosophy and operating style of Epoch's management are essential to the establishment of a proper corporate environment for the conduct of Epoch's business.  In furtherance of the foregoing, no officer, director or employee of Epoch shall:
 
 
·
employ any device, scheme or artifice to defraud Epoch or any Business Associate (as defined below); or
 
 
·
engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit upon Epoch or any Business Associate.
 
As a fiduciary, Epoch is and always has been committed to a high standard of business conduct. This means conducting business in accordance with the spirit and letter of applicable laws and regulations and in accordance with ethical business practices.  The Code of Ethics and Business Conduct (the "Code") that follows, which essentially codifies the business and ethical principles which have always been a part of Epoch's business practice, is intended to help in this endeavor by providing a clear statement of the fundamental principles that govern Epoch's business, and is intended to promote, among other things:
 
 
·
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
 
·
avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in the Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
 

As of September 15, 2009
Page 4

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
·
full, fair, accurate, timely, and understandable disclosure in reports and documents that Epoch files with, or submits to, the Commission and in other public communications made by Epoch;
 
 
·
compliance with applicable governmental laws, rules and regulations, not only of the United States, but also applicable governmental laws (including provincial laws), rules and regulations of Canada and any other foreign jurisdiction in which we or any of our direct or indirect subsidiaries operate;
 
 
·
the prompt internal reporting of Code violations to an appropriate person or persons identified in the Code; and
 
 
·
accountability for adherence to the Code.
 
This Code, which covers a wide range of business practices and procedures, applies to all officers, directors and employees of Epoch and their Family Members (as defined below).  This Code does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company.  All Company employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.  In appropriate circumstances, the Code should also be provided to and followed by Epoch's agents and representatives, including consultants.  The Code should be read in conjunction with Epoch's other policies that govern the conduct of Epoch officers, directors and employees, including Epoch's policies regarding securities trading, analyst interface procedures and blackout periods (collectively, "Epoch's Insider Trading Policy"), a form of which is attached hereto as “ Exhibit A .”
 
If an applicable law conflicts with a policy set forth in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code.  If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
 
Any officer, director or employee of Epoch who violates the standards in this Code will be subject to disciplinary action.  If an officer, director or employee of Epoch is in a situation that he or she believes may violate or lead to a violation of this Code, he or she should follow the guidelines described in Section 4 of this Code.
 
From time to time, the Company may waive some provisions of this Code.  Any waiver of the Code for executive officers or directors of the Company may be made only by the Board of directors or a committee of the Board and will be promptly disclosed by us in a current report on Form 8-K.
 
1.
Definition of Terms Used
 
"Business Associate" means any supplier of services or materials, customer, consultant, professional advisor, lessor of space or goods, tenant, licensor, licensee or partner of Epoch.
 
"Family Members" means as to a specific officer, director or employee, his or her Immediate Family Members and any company, partnership, limited liability company, trust or other entity that is directly or indirectly controlled by that officer, director or employee or by any Immediate Family Member of that officer, director or employee.
 

As of September 15, 2009
Page 5

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
"Immediate Family Member" includes the spouse (or life partner) and children of an officer, director or employee and any relative (by blood or marriage) of that officer, director or employee, or spouse (or life partner) residing in the same household as such officer, director or employee.
 
"Code of Ethics Contact Person" shall mean the Chief Compliance Officer or such person or persons as may be from time to time designated.
 
2.
Compliance with Laws, Rules and Regulations
 
Obeying the law, both in letter and in spirit, is the foundation on which Epoch's ethical standards are built.  All officers, directors and employees of Epoch must respect and obey the laws of the cities, states, and countries in which Epoch and its direct and indirect subsidiaries operate.  It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.  Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, or other appropriate personnel.
 
The Company plans to hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.  As noted, the Company is subject to various federal and state laws which govern various aspects of all businesses generally.  A few examples, not intended to be all inclusive, are laws which regulate conduct in the workplace, i.e., sexual harassment laws and laws which prohibit discrimination based on age, sex, race, national origin or the like.
 
Where an employee reasonably believes that Epoch is not compliant with any law or regulation, we encourage our employees to bring that matter up directly with the employee's immediate supervisor and, if the matter is not ultimately resolved by either a reasonable explanation or action taken to rectify any non-compliance, we encourage the employee to bring the matter directly to the attention of the Code of Ethics Contact Person.  With respect to financial matters in particular, and not just confined to those of our employees performing accounting or internal auditing functions, Epoch's policy is that, where any employee believes that Epoch has or is about to engage in any financial irregularity or impropriety, that the matter be brought to the attention of the Chairman of our Audit Committee.  This may be done anonymously and without fear of reprisal of any sort.  Any complaint directed to the Chairman of the Audit Committee may be sent by mail as follows:

Chairman of the Audit Committee
Epoch Holding Corporation
640 Fifth Avenue, 18 th Floor
New York, New York 10019
Attention: Eugene M. Freedman
 

As of September 15, 2009
Page 6

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
3.
Compliance With Internal and Disclosure Controls and Dealings with External Auditors
 
The honest and accurate recording and reporting of financial information is of critical importance to Epoch.  This is not only essential in order for senior management to make informed responsible business decisions, but is essential to Epoch's ability to file accurate financial reports with the Commission; to enable Epoch to comply with various laws relating to the maintenance of books and records and financial reporting; to enable Epoch's Chief Executive Officer and Chief Financial Officer to make their necessary certifications in connection with the periodic filing by Epoch of financial information; and to inform Epoch's shareholders and the investing public of accurate financial information of Epoch.
 
Epoch has adopted a system of internal accounting controls that must be strictly adhered to by all officers, directors and employees in providing financial and business transaction information to and within Epoch. The internal accounting controls are the backbone of the integrity of Epoch's financial records and financial statements.
 
No employee shall knowingly circumvent or fail to implement the internal accounting controls of Epoch as now existing or as may be modified, revised, amended or supplemented.  Each officer, director and employee shall promptly report to the Code of Ethics Contact Person any actual or suspected breaches or violations of Epoch's internal accounting controls that come to the attention of such person. The Code of Ethics Contact Person shall promptly bring the matter to the attention of the Chairman of the Audit Committee of Epoch's board of directors.
 
Each officer, director and employee shall promptly report to the Code of Ethics Contact Person any fraudulent or questionable transactions or occurrences, whether actual or suspected, that come to the attention of such person.  Potentially fraudulent or questionable transactions or occurrences include, without limitation, embezzlement, forgery or alteration of checks and other documents, theft, misappropriation or conversion to personal use of Epoch's assets, falsification of records, and the reporting of the financial condition of Epoch contrary to U.S. generally accepted accounting principles. The Code of Ethics Contact Person shall promptly bring the matter to the attention of the Chairman of the Audit Committee of Epoch's board of directors.
 
Each officer, director and employee is encouraged to bring to the attention of Epoch's Chief Financial Officer, any changes that such person believes may improve Epoch's system of internal accounting controls.
 
Epoch has adopted a system of disclosure controls and procedures pursuant to its Disclosure Controls and Procedures Policy to assure that all important information regarding the business and prospects of Epoch is brought to the attention of Epoch's Chief Executive Officer and Chief Financial Officer. The accuracy and timeliness of compliance is critical to this system of disclosure controls and necessary to enable those officers to provide the financial statement and periodic report certifications required by federal law.

As of September 15, 2009
Page 7

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
Each officer, director and employee shall strictly adhere to the system of disclosure controls and procedures as set forth in Epoch's Disclosure Controls and Procedures Policy.
 
Each officer, director and employee shall promptly report in accordance with Epoch's Disclosure Controls and Procedures Policy any significant event or occurrence (whether positive or negative) that arises in the course of such person’s duties and responsibilities.  Events or occurrences include those that affect or may affect Epoch or its Business Associates, competitors or industry. General economic conditions need not be reported.
 
The external auditors of Epoch play an integral role in the financial reporting process through their annual examination and report on Epoch's financial statements and their review of Epoch's periodic reports.  Open and honest fair dealings with our external auditors are therefore essential.  Each officer, director and employee shall be candid in discussing matters concerning internal controls and business disclosures with Epoch's management, internal auditors, outside auditors, outside counsel and directors. Factual information is important. Opinions and observations are strongly encouraged.  No officer, director or employee of Epoch shall make any false or misleading statement to any external auditor of Epoch in connection with an audit or examination of Epoch's financial statements or the preparation or filing of any document or report.  Similarly, no officer, director or employee of Epoch shall engage in any conduct to fraudulently influence, coerce, manipulate or mislead any accountant engaged in the audit or review of any financial statements of Epoch.
 
4.
Conflicts of Interest
 
An officer, director and employee of Epoch shall maintain a high degree of integrity in the conduct of Epoch's business and maintain independent judgment.  Each officer, director and employee of Epoch must avoid any activity or personal interest that creates, or appears to create, a conflict between his or her interests and the interests of Epoch.  A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interests of the Company.  A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.  For example, a conflict of interest would arise if a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.  Conflicts of interest should, whenever possible, be avoided.  Conflicts of interest include, by way of example, a person:
 
 
·
making an investment that may affect his or her business decisions on behalf of Epoch;
 
 
·
owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that competes with Epoch;
 
 
·
owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that does, or seeks to do, business with Epoch, including, without limitation, customers, suppliers and licensees of Epoch;
 

As of September 15, 2009
Page 8

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
·
making a material decision on a matter on behalf of Epoch where such person’s self-interests may reasonably call the appropriateness of the decision into question; or
 
 
·
being employed by or accepting compensation from any other person or entity as a result of business activity or prospective business activity affecting Epoch.
 
5.
Disclosure and Reporting
 
A director, officer or employee of Epoch who becomes aware of any director’s, officer’s or employee’s personal interest (including one’s own) that is, or may be viewed as, in conflict with that of Epoch or a Business Associate should promptly present the situation and the nature of the possible conflict to the Code of Ethics Contact Person or, if timely disclosure to the Code of Ethics Contact Person is impracticable, to the Chairman of the Audit Committee of Epoch's board of directors for appropriate consideration.  A director of Epoch that becomes aware of any officer’s, director’s or employee’s conflict of interest should bring the matter to the attention of the Chairman of the Audit Committee or, if timely disclosure to the Chairman of the Audit Committee is impracticable, to the Chairman of the Board of Epoch. The officer, director or employee shall refrain from further action until the situation has been consented to in writing by the Code of Ethics Contact Person, the Audit Committee, or board of directors, as the case may be.
 
No officer, director or employee of Epoch or Family Member shall personally benefit, directly or indirectly, or derive any other personal gain from any business transaction or activity of Epoch, except when the transaction or activity has been fully disclosed to and approved in writing by the Audit Committee.
 
No officer, director or employee of Epoch or Family Member shall have any meaningful personal business or financial interest in any Business Associate or competitor of Epoch, without proper consent in writing by the Audit Committee.  For these purposes, holding 5% or less of the outstanding equity interests of a Business Associate or competitor whose equity interests are publicly traded shall not be deemed "meaningful."
 
No officer, director or employee of Epoch shall hold any position with (including as a member of the board of directors or other governing body) or perform services for a Business Associate or a competitor of Epoch, without proper consent in writing by the Audit Committee.
 
No officer, director or employee of Epoch shall provide any services to other business enterprises which reasonably could be deemed to adversely affect the proper performance of his or her work for Epoch or which might jeopardize the interests of Epoch, including serving as a director, officer, consultant or advisor of another business, without prior consent in writing by the Audit Committee under this Code.  Officers, directors and employees of Epoch shall use the form attached hereto an Appendix A to request such approvals of outside activity.
 

As of September 15, 2009
Page 9

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
No officer, director or employee of Epoch shall direct, or seek to direct, any business of Epoch with any business enterprise in which the officer, director or employee or his or her Family Member has a meaningful ownership position or serves in a leadership capacity, without proper consent in writing by the Audit Committee under this Code.
 
6.
Insider Trading
 
Persons who have access to confidential information concerning Epoch are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Epoch's business.  All non-public information about Epoch should be considered confidential information.  To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.  Epoch has separately prepared and distributed to its officers, directors and employees Epoch's Insider Trading Policy relating to, among other things, securities trades by Epoch's personnel, a form of which is attached hereto as “ Exhibit A .”
 
7.
Corporate Opportunities
 
Employees, officers and directors owe a duty to the Company to advance the Company's business interests when the opportunity to do arises.  Officers, directors and employees of Epoch and their Family Members are prohibited from profiting, directly or indirectly, due to their position in, or their relationship to an officer, director or employee of, Epoch to the detriment (or at the expense) of Epoch or any Business Associate.  Officers, directors and employees of Epoch are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of Epoch's board of directors.  Officers, directors and employees of Epoch owe a duty to Epoch to advance its business interests when the opportunity to do so arises.
 
8.
Transactions with Our Business Associates
 
While officers, directors and employees of Epoch and their Family Members are encouraged to patronize our Business Associates, no officer, director or employee of Epoch or Family Member shall sell to, or purchase from, a Business Associate any goods or services except in the ordinary course of the Business Associate’s business.  No officer, director or employee of Epoch or Family Member shall borrow money or other property from a person known by such person to be a Business Associate, unless that Business Associate is regularly engaged in the business of lending money or such other property, and the loan and the terms thereof are in the ordinary course of the Business Associate’s business.
 
No officer, director or employee of Epoch shall, directly or indirectly, make any payment or take any action with respect to any government official, agent or representative of the United States, any State or jurisdiction of the United States or of any foreign country without the prior consent of the Code of Ethics Contact Person.  No officer, director or employee of Epoch shall make any payment or take any action in violation of the U.S. Foreign Corrupt Practices Act.
 

As of September 15, 2009
Page 10

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
9.
Competition and Fair Dealing
 
Epoch seeks to outperform competitors fairly and honestly through superior performance, never through unethical or illegal business practices.  Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.  Each employee, officer, and director should endeavor to respect the rights of and deal fairly with Epoch's customers, suppliers, competitors, and employees.  No employee, officer, or director should take unfair advantage of anyone through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
 
10.
Preferential Treatment and Gifts
 
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever be offered, given, provided, or accepted by any officer, director or employee of Epoch or any Family Member unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any applicable laws or regulations.  An employee should discuss with his or her supervisor any gifts or proposed gifts that the employee is not certain are appropriate.
 
11.
Discrimination and Harassment
 
The diversity of Epoch's employees is a tremendous asset.  Epoch is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind.  Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
 
12.
Health and Safety
 
Epoch strives to provide each employee with a safe and healthful work environment.  Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries, and unsafe equipment, practices, or conditions.
 
Violence and threatening behavior are not permitted.  Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be tolerated.
 
13.
Corporate Books and Records
 

As of September 15, 2009
Page  11

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
Officers and employees must ensure that all of Epoch's documents are completed accurately, truthfully, in a timely manner and properly authorized.
 
Financial activities and transactions must be recorded in compliance with all applicable laws and accounting practices and in accordance with the U.S. generally accepted accounting principles designated by Epoch. The making of false or misleading entries, records or documentation is strictly prohibited.
 
Officers and employees may never create a false or misleading report under Epoch's name. In addition, no payments or established accounts shall be used for any purpose other than as described by their supporting documentation. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.
 
No officer, director or employee of Epoch may take any action to defraud, influence, coerce, manipulate or mislead any other officer, director or employee of Epoch or any outside auditor or legal counsel for Epoch for the purpose of rendering the books, records or financial statements of Epoch incorrect or misleading.
 
Errors, or possible errors or misstatements in Epoch's books and records must be brought to the attention of the Code of Ethics Contact Person promptly upon discovery thereof.  The Code of Ethics Contact Person shall promptly inform the Chief Financial Officer of any such error or misstatement.
 
All employees and officers are expected to cooperate fully with Epoch's internal auditors and outside auditors. No employee or officer shall impede or interfere with the financial statement audit process.
 
14.
Document Retention
 
The Company seeks to comply fully with all laws and regulations relating to the retention and preservation of records. All Insiders shall comply fully with the Company’s policies regarding the retention and preservation of records. Under no circumstances may Company records be destroyed selectively or maintained outside Company premises or designated storage facilities.
 
If the existence of a subpoena or impending government investigation becomes known to an Insider, he or she must immediately contact the Code of Ethics Contact Person. Insiders must retain all records and documents that may be responsive to a subpoena or pertain to an investigation. Any questions regarding whether a record or document pertains to an investigation or may be responsive to a subpoena should be resolved by the Code of Ethics Contact Person before the record or document is disposed of Insiders shall strictly adhere to the directions of the Code of Ethics Contact Person in handling such records or documents.
 
15.
Non-Disclosure of Information
 
No Insider or Family Member shall discuss with, or inform others about, any actual or contemplated business transaction by a Business Associate or the Company except in the performance of the Insider’s employment duties or in an official capacity and then only for the benefit of the Business Associate or the Company, as appropriate, and in no event for personal gain or for the benefit of any other third party.
 

As of September 15, 2009
Page 12

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
No Insider or Family Member shall give any information to any third party about any business transaction of the Company or its Business Associates that are proposed or in process unless expressly authorized to do so by the Code of Ethics Contact Person.
 
16.
Guarding Corporate Assets
 
Insiders have a duty to safeguard Company assets, including its physical premises and equipment, records, customer information and Company trademarks, trade secrets and other intellectual property. Company assets shall be used for Company business only. Without specific authorization, no Insider or Family Member may take, loan, sell, damage or dispose of Company property or use, or allow others to use, Company property for any non-Company purposes.
 
17.
Implementation of the Code
 
While each Insider is individually responsible for   compliance with the Code, he or she does not do so in a vacuum. The Company has the following resources, people and processes in place to answer questions and guide Insiders through difficult decisions.
 
Code of Ethics Contact Person Responsibility
 
The Chief Compliance Officer is the designated contact person for purposes of this Code and shall report directly to President all matters arising under this Code.  At his discretion, the President will report matters arising under this Code to the full Board of Directors or to the Company’s Nominating/Corporate Governance Committee or the Audit Committee, as may be determined to be appropriate. The Code of Ethics Contact Person is responsible for overseeing, interpreting and monitoring compliance with the Code.  Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of ethics Contact Person.  A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Code of Ethics Contact Person to prevent possible misunderstandings and embarrassment at a later date.
 
Reporting Violations
 
If an Insider knows of or suspects a violation of applicable law or regulations, this Code or any of the Company’s other policies, he or she must immediately report that information to the Code of Ethics Contact Person, the Nominating/Corporate Governance Committee, or the Audit Committee of the Board of directors of the Company.  A failure to do so is itself a violation of this Code.  No Insider who reports actual or suspected violations in good faith will be subject to any retaliation whatsoever.
 
Investigations of Violations
 
Reported violations will be promptly investigated and treated confidentially to the extent possible. It is imperative that the person reporting the violation not conduct a preliminary investigation of his or her own. Investigations of alleged violations may involve complex legal issues. Persons who act on their own may compromise the integrity of an investigation and adversely affect both themselves and the Company.
 

As of September 15, 2009
Page 13

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

Amendments to the Code
 
The Code of Ethics Contact Person will keep the Code up-to-date, ensure all employees have acknowledged receipt of the Code and its amendments, and will recertify delivery of the Code and its amendments to Mutual Fund Board of Directors and other clients as he or she deems appropriate.
 
18.
Enforcement
 
The Code of Ethics Contact Person will take such action he or she deems appropriate with respect to any Insider who violates, or whose Family Member violates, any provision of this Code, and will inform the Audit Committee of all material violations. Any alleged violation by the Code of Ethics Contact Person will be presented promptly to the Audit Committee for   its consideration and such action as the Audit Committee, in its sole judgment, shall deem warranted.
 
The Code of Ethics Contact Person will keep records of all reports created under this Code and of all action taken under this Code. All such records will be maintained in such manner and for   such periods as are required under applicable Federal and state law, as well as the Company’s document retention policy.
 
19.
Condition of Employment or Service
 
All Insiders shall conduct themselves at all times in the best interests of the Company. Compliance with this Code shall be a condition of employment and of continued employment with the Company, and conduct not in accordance with this Code shall constitute grounds for disciplinary action, including, without limitation, termination of employment.
 
This Code is not an employment contract nor is it intended to be an all inclusive policy statement on the part of the Company. The Company reserves the right to provide the final interpretation of the policies it contains and to revise those policies as deemed necessary or appropriate.
 
I acknowledge that I have read this Code of Ethics and Business Conduct (a copy of which has been supplied to me and which I will retain for future reference) and agree to comply in all respects with the terms and provisions hereof I also acknowledge that this Code of Ethics and Business Conduct may be modified or supplemented from time to time, and I agree to comply with those modifications and supplements, as well.
 
__________________________
________________________________
Print Name
Signature
   
__________________________
 
Date
 

As of September 15, 2009
Page 14

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
Exhibit A – Epoch Holding Company Insider Trading Policy
 
Epoch Holding Corporation (the “Company”) and its direct and indirect subsidiaries (collectively, “Epoch”) encourage equity ownership by employees of Epoch.  It is important, however, that all transactions in securities be effected lawfully and responsibly.
 
As we all know, the Securities and Exchange Commission (the “SEC”) and the United States Justice Department have been vigorously pursuing violations of insider trading laws.  In 1988, to deter insider trading violations further, Congress expanded the authority of the SEC and the Justice Department by adopting the Insider Trading and Securities Fraud Enforcement Act (the “Act”).  In addition to increasing the penalties for insider trading, the Act puts the onus on companies and possibly other “controlling persons” for violations by Epoch personnel.
 
In response to the Act, Epoch’s board of directors has adopted this Policy Statement to avoid even the appearance of improper conduct on the part of anyone employed by or associated with Epoch (not just so-called insiders).  We have all worked hard over the years to establish our reputation for integrity and ethical conduct.  We cannot afford to have it damaged.
 
The consequences of insider trading violations can be staggering. For individuals who trade on inside information (or tip information to others):
 
 
·
A civil penalty of up to three times the profit gained or the loss avoided;
 
 
·
A criminal fine (no mater how small the profit) of up to $1 million; and
 
 
·
A jail term of up to ten years.
 
For a company (as well as possibly a supervisory person) that fails to take appropriate steps to prevent illegal trading:
 
 
·
A civil penalty of the greater of $1 million or three times the profit gained or the loss avoided as a result of the employee’s violation; and
 
 
·
A criminal penalty of up to $2.5 million.
 
Moreover, if an employee violates Epoch’s insider trading policy or procedures, Epoch imposed sanctions, including, without limitation, dismissal for cause could result.  Needless to say, any of the above consequences, even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.
 

As of September 15, 2009
Page 15

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
1.
Statement of General Insider Trading Policy
 
No officer, director or employee of Epoch (each, an “Associated Person”) shall engage in transactions in any securities while in possession of material, nonpublic information regarding such securities, (so-called “insider trading”). This includes information that is "Advisory Information" as defined below. Nor shall any Associated Person communicate such material, nonpublic information to any person who might use such information to purchase or sell securities (so-called “tipping”). For purposes of this section, the term “securities” includes options or derivative instruments with respect to such securities and other instruments that are convertible into or exchangeable for such securities.
 
Material
 
The question of whether information is “material” is not always easily resolved.  Generally speaking, information is “material” where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the “total mix” of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved. Common examples of “material” information include information concerning a company’s sales, earnings, dividends, significant acquisitions or mergers, and major litigation. So-called “market information,” such as information concerning an impending securities transaction may also, depending upon the circumstances, be “material.” These examples are by no means exclusive. Because materiality determinations are often challenged with the benefit of hindsight, if an Associated Person has any doubt whether certain information is “material,” such doubt should be resolved against trading or communicating such information.
 
Nonpublic
 
Information is “nonpublic” until it has been made available to investors generally.  In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the Securities and Exchange Commission ("SEC") or press releases issued by the issuer of the securities, or reference to such information in publications of general circulation such as The Wall Street Journal or The New York Times.
 
Advisory Information
 
Information concerning prospective securities transactions under consideration for clients of Epoch (“Advisory Information”) is strictly confidential. Under some circumstances, Advisory Information may be material and nonpublic.
 
Twenty-Twenty Hindsight
 
Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact, with the benefit of hindsight.  As a result, before engaging in any transaction you should carefully consider how regulators and others might view your transaction in hindsight.
 

As of September 15, 2009
Page 16

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

Prohibitions
 
In the handling of information obtained as a result of employment with Epoch or otherwise and in engaging in securities transactions, Associated Persons:
 
 
·
Shall not disclose material, nonpublic or other confidential information (including Advisory Information) to anyone, inside or outside of Epoch (including Immediate Family Members (as defined below)), except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient;
 
 
·
Shall refrain from recommending or suggesting that any person engage in transactions in any security while in possession of material, nonpublic information about that security;
 
 
·
Shall abstain from transactions for any Employee-Related Account (as defined below) or for the account of any client in any security while in possession of material, nonpublic information regarding that security; and
 
 
·
Shall abstain from transactions for any Employee-Related Account in any security while in possession of Advisory Information regarding that security, except in compliance with the pre-clearance and reporting requirements below; provided, however, that any Independent Directors (as defined below) shall not be required to adhere to such pre-clearance and reporting requirements.
 

2.
Prohibited Transactions Relating to Securities of the Company
 
Restricted Periods of Trading
 
In order to ensure that material inside information is not misused by corporate insiders, Epoch has adopted a policy that strictly prohibits the trading of the Company’s securities by directors, officers, employees, their families and persons living in their households during certain specified periods.  No director, officer, employee, members of their family, or persons living in their household shall trade Company securities during the (i) 30-day period immediately prior to the filing of the Company’s Quarterly Report on Form 10-Q with the SEC and (ii) 60-day period immediately prior to the filing of the Company’s Annual Report on Form 10-K with the SEC (except as pursuant to a pre-existing plan adopted by the board of directors of Epoch).  Further, the policy requires that such trading will continue to be prohibited until the second business day after the information relating to such filing has been announced to the public.
 
In addition to the specified restricted periods, no director, officer, employee, members of their family, or persons living in their household shall trade Company securities after material information has been announced to the public until the second business day after such information has been released (except as pursuant to a pre-existing plan adopted by the board of directors of Epoch).  Thus, if a public announcement is made on a Monday, Wednesday morning would be the first day on which you may trade.  If an announcement is made on a Friday afternoon, Tuesday would be the first day that trading would be permitted.
 

As of September 15, 2009
Page 17

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
Epoch will distribute on or before December 15th of each calendar year to each director, officer, and employee of Epoch a notice specifying the restricted periods of trading for the next calendar year.
 
Additional Prohibited Transactions
 
Because we believe it is improper and inappropriate for any Epoch personnel to engage in short-term or speculative transactions involving Company stock, it is Epoch’s policy that no director, officer, or employee, members of their family, or persons living in their household shall engage in any of the following activities with respect to securities of the Company:
 
 
1.
Short sales; or
 
 
2.
Buying or selling puts or calls.
 
3.
Requirements Applicable to Employee-Related Accounts
 
While affirming its confidence in the integrity and good faith of all of its Associated Persons, Epoch recognizes that the knowledge of present or future portfolio transactions which may be possessed by certain of its Associated Persons and the power to influence portfolio transactions made by or for any account to which Epoch provides investment advice (each an “Account”) could place such individuals, if they engage in personal transactions in securities which are eligible for investment by an Account, in a position where their personal interest may conflict with that of the Account. In view of the foregoing, Epoch has adopted the following procedures concerning the pre-clearance of transactions and the reporting requirements with respect to, “Employee-Related Accounts”; provided, however, that any Independent Directors shall not be required to adhere to such pre-clearance requirements.
 
Definitions of Terms Used
 
For purposes of this section, the following definitions apply.
 
“Beneficial ownership” of a Security (as defined below) is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any Securities in which he has a direct or indirect pecuniary interest. In addition, a person should consider himself the beneficial owner of Securities held by his spouse, his dependent children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.

As of September 15, 2009
Page 18

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
“Employee-Related Account” is any personal brokerage account of an Associated Person or any other brokerage account in which an Associated Person has a direct or indirect pecuniary interest and over which the Associated Person exercises any control or influence.  An “Employee-Related Account” includes any account of a member of the Immediate Family of an Associated Person, but excludes any such account over which the Associated Person exercises no control or influence (i.e., an account over which some other third person or entity exercises exclusive discretionary authority). An account of a limited partnership of which Epoch is a general partner or an Associated Person is a limited partner together with others that are not Associated Persons of Epoch, shall not be considered an “Employee-Related Account.” For purposes of determining whether an Associated Person shall be deemed to have a pecuniary interest in any account the term "Immediate Family Member" shall mean all persons in the same household as the Associated Person, such as a roommate, spouse, minor child or other dependent.
 
“Independent Director” refers to those directors who are non-employee directors of Epoch or who have otherwise been deemed to have no material relationship with Epoch (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) by an affirmative determination by the board of directors or committee thereof.
 
“Investment Person” or “Investment Personnel” means all officers, directors or employees who occupy the position of portfolio manager (or who serve on an investment committee that carries out the portfolio management function) with respect to any Accounts and all officers, directors or employees who provide or supply information and/or advice to any portfolio manager (or committee), or who execute or help execute any portfolio managers (or committees) decisions, and all officers, directors or employees who, in connection with their regular functions, obtain contemporaneous or advance information regarding the purchase or sale of a Security by or for any Accounts.
 
“Purchase or sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.
 
“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers acceptances, bank certificates of deposit, commercial paper and registered, and open-end mutual funds other than those open-end mutual funds advised by Epoch.  For the sole purpose of this policy, the term “Security” shall also include exchange-traded funds (“ETFs”), closed-end funds, and index or ETF derivatives.
 
A “Security held or to be acquired” by an Account means any Security which, within the most recent fifteen days: (i) is or has been held by an Account; or (ii) is being or has been considered by the Adviser for purchase by an Account.
 
A Security is “being purchased or sold” by an Account from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for Accounts until the time when such program has been fully completed or terminated.

As of September 15, 2009
Page 19

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
4.
Statement of General Principles
 
In recognition of the trust and confidence placed in Epoch by its clients, Epoch hereby adopts the following general principles to guide the actions of its Associated Persons:
 
 
·
The interests of Accounts are paramount, and all of Epoch’s Associated Persons must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of Accounts before their own.
 
 
·
All personal transactions in securities by Epoch’s Associated Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such persons with the interests of Accounts.
 
 
·
All of Epoch’s Associated Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to Accounts, or that otherwise bring into question the person’s independence or judgment.
 
5.
Prohibited Purchases and Sales of Securities
 
No Associated Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Account:
 
 
·
employ any device, scheme or artifice to defraud such Account;
 
 
·
make to such Account any untrue statement of a material fact or omit to state to such Account a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 
 
·
engage in any act, practice or course of business which would operate as a fraud or deceit upon such Account; or
 
 
·
engage in any manipulative practice with respect to Account.
 
Subject to the pre-clearance procedures below, no Associated Person, shall purchase or sell, directly or indirectly, any Security during the time that the same (or a related) Security is being purchased or sold by any Account where the Associated Person’s trade is on the same side (purchase or sale) as the Account’s.
 
Subject to the pre-clearance procedures below, no Associated Person, shall purchase or sell, directly or indirectly, any Security within 7 calendar days before or after the time that the same (or a related) Security is being purchased or sold by any Account where the Associated Persons trade is on the opposite side (purchase or sale) as the Accounts: provided, however, that in the limited circumstances where an Associated Person purchases or sells a security at a time when the Associated Person neither knows nor has reason to believe that Epoch is about to receive additional or new client assets to be invested and, subsequent to execution of the Associated Person's trade Epoch receives an additional client or new assets which would necessitate the purchase or sale of the same security within 48 hours of the Associated Person's trade, a Supervisory Principal may for good cause shown, approve the Associated Person's trade. Any such approval must be confirmed in writing, include an explanation of the reason(s) approval was given, and must be retained with the other records relating to the particular trade.
 

As of September 15, 2009
Page 20

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
No Associated Person shall acquire securities as part of an initial public offering by the issuer.
 
No Associated Person shall sell a Security within 21 days of acquiring Beneficial Ownership of that Security other than an ETF a closed-end fund, and an index or ETF derivative for which a 7 day holding period applies, except in the case of involuntary transactions, such as in connection with a reorganization or other extraordinary transactions requiring the surrender or exchange of securities, or upon the prior written consent of a Supervisory Principal for good cause shown.
 
No Associated Person shall cover a short sale of a Security within 21 days of the short sale of that Security other than an exchange-traded fund (“ETF”), a closed-end fund, and an index or ETF derivative for which a 7 day holding period applies, except in the case of involuntary transactions, such as a broker-directed buy-in or other extraordinary transaction, or upon the prior written consent of a Supervisory Principal for good cause shown.
 
No Associated Person shall execute a trade for an Employee-Related Account prior to a trade executed for an Account.
 
6.
Pre-Clearance of Securities Transactions in Employee-Related Accounts
 
No Associated Person may place an order for the purchase or sale of any Security (including any Epoch-advised mutual fund) or private placement for an Employee-Related Account until the transaction has been approved by a Supervisory Principal in accordance with the following procedures:
 
Any Associated Person wishing to enter into a Securities transaction in an Employee-Related Account must submit a completed and signed Pre-Clearance Request Form, a form of which is attached as Appendix F, to a Supervisory Principal on or before the date of the proposed transaction. This Form shall set forth the following information:
 
 
(i)
the name and telephone number of the Associated Person requesting pre-clearance;
 
 
(ii)
the name and type of the security subject to the proposed transaction;
 
 
(iii)
the number of shares or the face amount of the security subject to the proposed transaction;
 
 
(iv)
the nature of the transaction (i.e., purchase, sale, or other type of acquisition or disposition);
 

As of September 15, 2009
Page 21

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
(v)
the proposed transaction date which must be within 24 hours of the request for pre-clearance;
 
 
(vi)
the name and number of the account in which the transaction is to be effected;
 
 
(vii)
an indication of whether the account is in the name of the Associated Person or a related person and, if it is in the name of a related person, the relationship of that person to the Associated Person; and
 
(viii)
the name of the broker-dealer or financial institution proposed to execute the transaction.
 
By signing a Pre-Clearance Request Form, an Associated Person represents that to the best of his or her knowledge and belief, and after due inquiry, the Associated Person is not in possession of any material, nonpublic information concerning the security proposed to be bought or sold, and the proposed transaction is not otherwise prohibited by this Policy.  A Supervisory Principal or his designee may waive the requirement that a Pre-Clearance Request Form be physically submitted on or before the date of the proposed transaction, provided that:
 
 
(i)
the Associated Person communicates orally the required information and makes the required representations to a Supervisory Principal or his designee on or before the date of the proposed transaction;
 
 
(ii)
a Supervisory Principal or his designee makes a written record of the same; and
 
 
(iii)
the Associated Person submits a completed and signed Pre-Clearance Request Form to a Supervisory Principal promptly thereafter.
 
A Supervisory Principal or his designee will review each Pre-Clearance Request Form to ensure that it is complete and signed (or in the case of information communicated orally, to ensure that all of the required information has been communicated and all of the required representations have been made). Once a Supervisory Principal or his designee determines that the request for pre-clearance is in proper form, he or she will:
 
 
(i)
determine whether the proposed transaction raises any potential conflicts of interest or other issues;
 
 
(ii)
complete, date, and sign a Notification of Approval or Denial; and
 
 
(iii)
if the Notification of Approval or Denial is prepared by a Supervisory Principal’s designee, forward the notification to a Supervisory Principal for his review and acknowledgment.
 
A Supervisory Principal will base his decision to approve or disapprove a Pre-Clearance Request on the following factors:
 
 
(i)
the general policies set forth in this Section;
 

As of September 15, 2009
Page 22

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
(ii)
the requirements under federal and state laws, rules, and regulations as they may apply to the proposed transaction;
 
 
(iii)
the timing of the proposed transaction in relation to transactions or contemplated transactions for any Accounts; and
 
 
(iv)
the nature of the securities and the parties involved in the proposed transaction.
 
By way of example, the following transactions may be entitled to clearance from a Supervisory Principal:
 
 
·
Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to an Account and which are otherwise in accordance with this Policy. Such transactions would normally include purchases or sales of up to 1,000 shares of a Security or $50,000 transaction value (whichever is greater) which is being considered for purchase or sale by an Account (but not then being purchased or sold) if the issuer has a market capitalization of over $1 billion.
 
 
·
Purchases or sales of securities which are not eligible for purchase or sale by any Account, as determined by reference to applicable laws or the investment objectives and policies and investment restrictions of the Account.
 
A Supervisory Principal will communicate to the requesting Associated Person his approval or denial of the proposed transaction by completing, signing, and forwarding to such Associated Person a Notification of Approval or Denial (attached to the Pre-Clearance Request Form).  Any approval of a proposed transaction is effective for the proposed transaction date only and is subject to the conditions, if any, specified by a Supervisory Principal on the Notification of Approval or Denial Form. A breach of any of the above procedures may, depending upon the circumstances, subject any Associated Person involved to Firm sanctions, up to and including termination of employment.
 
The pre-clearance requirements shall not apply to the following transactions:
 
 
·
purchases and sales of any Security by Independent Directors;
 
 
·
purchases and sales of shares of mutual funds other than ETFs, closed-end funds, and index or ETF derivatives (ie., open-end mutual funds except those advised by Epoch);
 
 
·
purchases and sales of fixed income securities issued, guaranteed or sponsored by a government member of the Organization of Economic Co-Operation and Development ("OECD'');
 
 
·
purchases that are part of an automatic purchase plan, such as an automatic dividend reinvestment plan or a plan to purchase a number of shares per month;
 

As of September 15, 2009
Page 23

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
·
purchases and sales that are involuntary on the part of Employees and Epoch clients (e.g., stock splits, tender offers, and share buy-backs);
 
 
·
acquisitions of securities through inheritance;
 
 
·
purchases and sales in any account over which an Employee has no direct or indirect influence or control over the investment or trading of the account (e.g., an account managed on a  discretionary basis by an outside portfolio manager, including a “Blind Trust”).
 

7.
Reporting and Other Requirements Applicable to Employee-Related Accounts
 
It is Epoch’s policy that Associated Persons generally are not permitted to maintain Employee-Related Accounts, at a domestic or foreign broker-dealer, investment adviser, bank, or other financial institution without the approval with Epoch. All Employee-Related Accounts must be maintained at broker-dealers or financial institutions that agree to and provide Epoch with duplicate copies of all confirmations and periodic statements for such accounts. Within 10 days of employment with Epoch, each employee must read and sign the Initial Certification for Personal Securities Accounts and complete the Declaration of Personal Securities Accounts which can be found in Appendix B and Appendix C respectively. The information must be no older than 45 days prior to becoming an access person. In addition, all Associated Persons will complete the Annual Certification and Declaration (Appendix D and Appendix E respectively) each year during Epoch’s annual re-certification period.
 
All Associated Person will be required to complete an authorization form, a copy of which is attached as Appendix G, to be provided to a Supervisory Principal for his signature and approval when the Associated Person wishes to open a new account. A Supervisory Principal must also be advised promptly of the closing of any Employee-Related Account.
 
Employee-Related Accounts such as those maintained directly with mutual funds, where the account-holder has no ability, directly or indirectly, to make investment decisions or to engage in purchases and sales of Securities do not constitute Employee-Related Accounts for purposes of this policy.
 
Each Associated Person also must send to the broker-dealer or financial institution carrying each Employee-Related Account a letter authorizing and requesting that it forward duplicate confirmations of all trades and duplicate periodic statements, as well as any other information or documents as a Supervisory Principal may request, directly to Epoch. A form letter drafted for this purpose is attached as Appendix H.
 
Each Associated Person shall report his/her securities transactions and holdings to ACA via the CTS system located at ACA’s website: www.acacts.com.  Each Associated Person will receive a username and password in order to access CTS.  Associated Persons utilizing the CTS system will not be required to complete the forms in Appendix C and Appendix E, as such information will be captured by the system.

As of September 15, 2009
Page 24

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
Access to duplicate confirmations and periodic account statements with respect to Employee-Related Accounts will be restricted to those persons who are assigned by Epoch to perform the review functions, and all such materials will be kept confidential, subject to the rights of inspection by the Board of directors of Epoch, senior management of Epoch, the SEC, and other governmental bodies authorized by law to obtain such access.
 

8.
Protection of Confidential Information Concerning Client Recommendations, Advice, or Trading; “Chinese Wall” Procedures
 
Epoch has adopted the following policies and procedures to limit access to Advisory Information to those Associated Persons that are specifically designated as “Investment Personnel” or who otherwise have a legitimate need to know that information:
 
Obligations of Associated Persons
 
In the handling of Advisory Information, Associated Persons shall take appropriate measures to protect the confidentiality of such information. Specifically, Associated Persons shall refrain from:
 
 
·
Disclosing Advisory Information to anyone, inside or outside of Epoch (including Immediate Family Members, but excluding any other Associated Persons or any employee of an Affiliate who is authorized to have access), except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient; and
 
 
·
Engaging in transactions -- or recommending or suggesting that any person (other than a Firm client) engage in transactions -- in any security to which the Advisory Information relates other than as permitted under this Policy.
 
General Policy Concerning Non-Investment Personnel
 
As a general matter, no Associated Person (other than those who are designated as Investment Personnel) should seek or obtain access to Advisory Information. In the event that an Associated Person (other than an Associated Person designated as an Investment Person) should come into possession of Advisory Information, he should refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates, without the prior written approval of a Supervisory Principal.
 
Protection of Material, Nonpublic Information

As of September 15, 2009
Page 25

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

No Associated Person shall intentionally seek, receive, or accept information that he believes may be material and nonpublic except with the written approval of, and subject to any and all restrictions imposed by, a Supervisory Principal.
 
On occasion, a company may, as a means to seek investors in restricted or private placement securities issued by it, send to Epoch materials that contain material, nonpublic or other confidential information. Typically, such materials will be  accompanied by a transmittal letter (and an inner, sealed package) that indicates the  confidential nature of the enclosed materials and that the opening of the inner package constitutes an agreement to maintain the confidentiality of the information. In this circumstance, any Associated Person receiving any such materials (regardless of whether he has been designated as an Investment Person) should not open the inner package, but should immediately consult with a Supervisory Principal.
 
In the event that an Associated Person (regardless of whether he has been designated as an Investment Person) should come into possession of information concerning any company or the market for its securities that the Associated Person believes may be material and nonpublic, the Associated Person should notify a Supervisory Principal immediately. In addition, such Associated Person shall refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates, without the prior written-approval of a Supervisory Principal.
 
Protection of Other Confidential Information
 
Information relating to past, present, or future activities of Epoch or its Affiliates or clients that has not been publicly disclosed shall not be disclosed to persons, within or outside of Epoch, except for a proper Firm purpose. Associated Persons are expected to use their own good judgment in relating to others information in these areas.
 
In addition, information relating to another Associated Persons medical, financial, employment, legal, or personal affairs is confidential and may not be disclosed to any person, within or outside of Epoch, without the Associated Person’s consent or for a proper purpose authorized by a Supervisory Principal.
 
Procedures To Safeguard Material, Nonpublic and Other Confidential Information
 
In the handling of material, nonpublic and other confidential information, including Advisory Information, Associated Persons shall take appropriate steps to safeguard the confidentiality of such information. When not in use, all documents (or computer diskettes) containing confidential information should be stored in locked desk drawers or file cabinets. Under no circumstances, should confidential documents be left on desks, counter tops, or floors where others can see them. Nor should any Associated Person review or work on any confidential documents in any setting that would permit others to see the documents, such as in airplanes, public spaces, or even open areas in Epoch’s offices.
 
Monitoring Compliance with Insider Trading and Tipping Policies and Procedures and Effectiveness of “Chinese Wall” Procedures
 

As of September 15, 2009
Page 26

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
A Supervisory Principal or his designee shall review duplicate confirmations and periodic account statements for Employee-Related Accounts. This review is designed to:
 
 
(iv)
ensure the propriety of the Associated Persons trading activity (including whether pre-approval was obtained as required by above);
 
 
(v)
ensure that Epoch’s “Chinese Wall” procedures, as described above, are functioning properly;
 
 
(vi)
avoid possible conflict situations; and
 
 
(vii)
identify trades that may violate the prohibitions regarding insider trading and manipulative and deceptive devices contained in the federal and state securities laws and SEC rules and regulations.
 
A Supervisory Principal or his designee shall indicate his or her review of duplicate confirmations and periodic account statements by initialing such copies.
 
A Supervisory Principal shall inquire into and investigate for possible misuse of material, nonpublic and other confidential information, including Advisory Information, in transactions in Employee-Related Accounts. In conducting inquiries and investigations into trading in Employee-Related Accounts, a Supervisory Principal shall consider reasonable criteria, including consideration of the timing or unusual nature of the transaction (such as whether the Associated Person traded on a short-term basis or in a size or dollar amount larger than his normal trading pattern).
 
A Supervisory Principal shall prepare a written record of each of his inquiries or investigations in this area. This record shall include:
 
 
(i)
the name of the Associated Person involved;
 
 
(ii)
the name of the Security involved;
 
 
(iii)
the date the inquiry or investigation was commenced;
 
 
(iv)
the identity of the Employee-Related Account involved; and
 
 
(v)
a summary of the disposition of the inquiry or investigation.
 
Copies of the written record concerning each inquiry or investigation, along with any analyses, inter-office memoranda, and statements of Associated Persons must be maintained in Epoch’s records.

As of September 15, 2009
Page 27

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
 
9.  Securities Trades by Company Personnel – Restricted Periods
 

Epoch Holding Corporation

Restricted Trading Periods – Fiscal 2009 & Fiscal 2010



Expected 10-Q Filing Dates
Restricted Period of Trading
November 9, 2009 (Q1)
October 10, 2009 – November 10, 2009
February 9, 2010 (Q2)
January 10, 2010 – February 10, 2010
May 10, 2010 (Q3)
April 10, 2010 – May 11, 2010

 
Expected 10-K Filing Dates
Restricted Period of Trading
September 13, 2010 (Fiscal Year Ended June 30, 2010)
July 15, 2010 – September 14, 2010

 

As of September 15, 2009
Page 28

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

List of Appendices
 
·
Appendix A
Request for Approval of Outside Activity Form
·
Appendix B
Initial Certification
·
Appendix C
Initial Personal Securities Account Declaration
·
Appendix D
Annual Certification
·
Appendix E
Annual Personal Securities Account Declaration
·
Appendix F
Personal Trading Pre-clearance Request Form
·
Appendix G
Employee Request to Open Brokerage Account
·
Appendix H
Sample Employee Letter to Brokerage Firm for Duplicate Statements & Confirms
 
 
 
 
 
 
 
 
 
 

 
As of September 15, 2009
Page 29

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX A
 
EPOCH Holding Corporation
Request for Approval of Outside Activity Form
 

The undersigned hereby requests approval for participation in the following outside activity:
 
________________________________________________________________________

Name and address of company or organization:  _____________________________________________

Nature of organization’s primary business or purpose:  _________________________________________

Is this a public company?  (YES/NO)  If YES, stock symbol:  ___________________________________

Complete description of anticipated role with organization:  ____________________________________


 
Describe any compensation you will receive:  _______________________________________________

If this request for approval is granted:

 
Ø
I agree to notify the Audit Committee of any change in the above information.

 
Ø
I agree, for private or not-for-profit organizations, to seek approval to retain my position, as described above, if the organization decides to offer securities to the public, or ceases to maintain its not-for-profit status.

 
Ø
I am aware of no other Employees who are officers or directors of the organization noted above.

 
Ø
I agree to adhere to the Inside Trading policies of both EPOCH Holding Corporation (“EPOCH”) and the organization, and not to communicate any Material Non-Public Information in my possession regarding the organization to EPOCH’s investment advisory or research staff.

 
Ø
I will avoid participation in discussions regarding service, investment management, or other arrangements with EPOCH or its affiliates, and will recuse myself from voting on any such matters.


 
Employee:   _________________________________________________________________________

Signature of Employee: ______________________________________
Date: ____________________
   
Approved By:______________________________________________
Date:_____________________
Audit Committee Member
 
 

 



As of September 15, 2009
Page 30

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX B
 
EPOCH Holding Corporation
Initial Certification
I certify that:
 
·
I have read and understood the Epoch Holding Corporation (“Epoch”) Personal Trading policies, as outlined in the Code of Ethics and Business Conduct policy, and recognize that I am subject to its requirements.
 
·
I have disclosed or reported all personal securities holdings (on the attached Appendix B) in which I had a direct or indirect financial interest, including all "Employee accounts" as defined in the Epoch Personal Trading policies, as of the date I became an "Employee" of Epoch. I have also reported the name(s) of each person or institution managing any Employee account (or portion thereof) for which I have no direct or indirect influence or control over the investment or trading of the account.
 
·
I understand that Epoch will monitor securities transactions and holdings in order to ensure compliance with the Epoch Personal Trading policies. I also understand that personal trading information will be made available to any regulatory or self-regulatory organization to the extent required by applicable law or regulation. I also understand that, to the extent permissible under applicable law or regulation, Epoch may also (i) make each Employee's information available to the Employee's manager(s), the Epoch Management Committee (or equivalent body(ies)) and their appointees, and (ii) make such information available any other business unit of Epoch, to consider violations of this Personal Trading policies. To the extent required by applicable law, the sharing of such information will be subject to a data confidentiality agreement with the entity receiving such information..
 
·
For the purpose of monitoring securities transactions and holdings information under the Epoch Personal Trading policies only, I confirm that I will (i) provide copies of all confirmations and statements subject to this Policy and/or (ii) instruct all financial institutions to provide copies of all such documents. This covers my current Employee accounts and accounts that will be opened in the future during my employment with Epoch.
 
·
I understand that any circumvention or violation of the Epoch Personal Trading policies will lead to disciplinary and/or legal actions, including dismissal.
 
·
I understand that I have to report any additions, deletions or changes with respect to Employee accounts.
 
__________________________
________________________________
Print Name
Signature
   
__________________________
 
Date
 

As of September 15, 2009
Page 31

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX C
 
EPOCH Holding Corporation
Initial Personal Securities Account Declaration

All Employees must complete each applicable item and sign below.

1. The following is a list of "Employee accounts" (attach an additional sheet if necessary):

Bank/Broker/Dealer/Fund Company
Account Title and Number
   
___________________________
______________________
___________________________
______________________
___________________________
______________________
___________________________
______________________

2. The following is a list of any other securities or other investment holdings (securities acquired in a private placement or securities held in physical form) held in an "Employee account" or in which I have a direct or indirect financial interest (for securities held in accounts other than those disclosed in response to Item 1 (attach an additional sheet if necessary):

Name of Private
Security or Other
Investment
Date
Acquired
Amount
Held
Record
Owner
Purchase
Price
How Acquired
(broker/issuer)
           
           
           
           

3. I do not have a direct or indirect financial interest in any securities/funds Employee accounts or otherwise have a financial interest in any securities or other instruments subject to the Policy. (Please initial.)

Initials ______

I declare that the information given above is true and accurate:

__________________________
________________________________
Print Name
Signature
   
__________________________
 
Date
 


As of September 15, 2009
Page 32

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX D
 
EPOCH Holding Corporation
Annual Certification
I certify that:

·
I have read and understood the Epoch Holding Corporation (“Epoch”) Personal Trading policies, as outlined in the Code of Ethics and Business Conduct policy, which includes any applicable local supplement, and recognize that I am subject to its requirements.
 
·
I have complied with all requirements of the Epoch Personal Trading policies in effect during the year ended December 31, 2__.
 
·
I have disclosed or reported all personal securities transactions, including all personal securities transactions in each "Employee account," for the year ended December 31, 2__ and all personal securities holdings in which I had any direct or indirect interest, including holdings in each Employee account, as of December 31, 2__. I have also reported the name(s) of each person or institution managing any Employee account (or portion thereof) for which I have no direct or indirect influence or control over the investment or trading of the account, as of December 31, 2__.
 
·
I understand that Epoch will monitor securities transactions and holdings in order to ensure compliance with the Epoch Personal Trading policies. I also understand that personal trading information will be made available to any regulatory or self-regulatory organization to the extent required by applicable law or regulation. I also understand that, to the extent permissible under applicable law or regulation, Epoch may also (i) make each Employee's information available to the Employee's manager(s), the Epoch Management Committee (or equivalent body(ies)) and their appointees, and (ii) make such information available any other business unit of Epoch, to consider violations of this Personal Trading policies. To the extent required by applicable law, the sharing of such information will be subject to a data confidentiality agreement with the entity receiving such information.
 
·
For the purpose of monitoring securities transactions and holdings information under the Epoch Personal Trading policies only, I confirm that I have (i) provided copies of all confirmations and. statements subject to this Policy, and/or (ii) instructed all financial institutions to provide copies of all such documents. This covers my current Employee accounts and accounts that will be opened in the future during my employment with Epoch.
 
·
I understand that any circumvention or violation of the Epoch Personal Trading policies will lead to disciplinary and/or legal actions, including dismissal.
 
·
I understand that I have to report any additions, deletions or changes with respect to Employee accounts.
 
__________________________
________________________________
Print Name
Signature
   
__________________________
 
Date
 
 

As of September 15, 2009
Page 33

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
APPENDIX E
 
EPOCH Holding Corporation
Annual Personal Securities Account Declaration

All Employees must complete each applicable item and sign below.

1. The following is a list of "Employee accounts" (attach an additional sheet if necessary):

Bank/Broker/Dealer/Fund Company
Account Title and Number
   
___________________________
______________________
___________________________
______________________

2. The following is a list of "Employee accounts" that have been opened in the last year (attach an additional sheet if necessary):

Bank/Broker/Dealer/Fund Company
Account Title and Number
   
___________________________
______________________
___________________________
______________________

3. The following is a list of "Employee accounts" that have been closed in the last year (attach an additional sheet if necessary):

Bank/Broker/Dealer/Fund Company
Account Title and Number
   
___________________________
______________________
___________________________
______________________

4. The following is a list of any other securities or other investment holdings (securities acquired in a private placement or securities held in physical form) held in an "Employee account" or in which I have a direct or indirect financial interest (for securities held in accounts other than those disclosed in response to Item 1 (attach an additional sheet if necessary):

Name of Private
Security or Other
Investment
Date
Acquired
Amount
Held
Record
Owner
Purchase
Price
How Acquired
(broker/issuer)
           
           
           
           

5. I do not have a direct or indirect financial interest in any securities/funds Employee accounts or otherwise have a financial interest in any securities or other instruments subject to the Policy. (Please initial.)

Initials __________________________

I declare that the information given above is true and accurate:

__________________________
________________________________
Print Name
Signature
   
__________________________
 
Date
 

As of September 15, 2009
Page 34

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct
 
APPENDIX F
 
EPOCH Holding Corporation
Personal Trading Pre-clearance Request Form


Pre-Clearance Request Form
Employee:
 
Telephone:
Security to
be traded:
Number of shares
or face amount:
Transaction type:
□     Purchase
□     Sale
□           Other (specify below)
Proposed transaction
date:
□      Employee Account
□      Other (specify account and number): ________________________________________________________
Broker-Dealer or
Financial Institution: ______________________________________________________________
 

To the best of my knowledge and belief, and after due inquiry, I am not in possession of any material, nonpublic information concerning the security listed above, and the proposed transaction is not otherwise prohibited by the provisions of the Code of Conduct, as applicable.
 


____________________________________________________
______________________
Employee's Signature
Date


To the best of my knowledge and belief, and after due inquiry:

-
there are no prior or pending trades for the security listed above
q
-
there are prior or pending trades for the security listed above
q

____________________________________________________
______________________
Trader's Signature
Date


Notification of Approval or Denial
(to be completed by the Supervisory Principal)
Your request for pre-clearance in connection with a transaction in the above-listed security has been:

Approved for the proposed transaction date only , and
subject to the conditions, if any, set forth below
□   Denied

Notes:  ________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________


______________________________________________
__________________
Supervisory Principal
Date


As of September 15, 2009
Page 35

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX G
 
EPOCH Holding Corporation
Employee Request to Open a Brokerage Account


I, ___________________________________________ would like to open/maintain an account
(Name of employee)

in the name of __________________________________
(Account name)

at ____________________________________________________________________________________
(Name of brokerage firm, bank, investment adviser or financial institution)

_____________________________________ is responsible for handling the account and [does/does not]
(Name of individual broker)
have investment discretion and trading authority over the account.

The owner of the account is ________________________________________________________, who is
(Owner's name)

_______________________________________________________.  The reasons for opening this account
(Nature of relationship to Employee)

are:  __________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
 
 
__________________________
________________________________
Signature of Employee
Date




Approved on ____ day of ____________________, 20___

By:  ______________________________________________________
Compliance Officer


As of September 15, 2009
Page 36

 

 
 
Epoch Holding Corporation
Code of Ethics and Business Conduct

APPENDIX H
 
EPOCH Holding Corporation
Sample Employee Letter to Brokerage Firm for
Duplicate Statements & Confirms


 
[Date]
 
[Name of Broker-Dealer or Financial Institution]
[Address]
 
Attention:  [Account Executive]
 
Re:           Account(s) No. ______________________.
 
Gentlemen:
 
I hereby authorize and request that you furnish my employer, Epoch Investment Partners, Inc. ("Epoch"), with duplicate confirmations and periodic account statements, as well as any other information or documents relating to my account(s) as Epoch may request from time to time.
 
Please send all duplicate confirmations and periodic account statements, as well as any other information and documents requested by Epoch, to:
 
Epoch Investment Partners, Inc.
640 Fifth Avenue, 18 th   Floor
New York, NY  10019
Attention:  Sean Farrell, Chief Compliance Office

If you have any questions, please feel free to contact me at (212) [            ].  Thank you for your assistance.
 
Yours truly,



cc:
Sean Farrell
 
Epoch Investment Partners, Inc



As of September 15, 2009
Page 37