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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/06/13 Mainstay Funds DEF 14C 5/01/13 1:347K Vintage/FA → MainStay Income Builder Fund ⇒ Class A (MTRAX) — Class B (MKTRX) — Class C (MCTRX) — Class I (MTOIX) — Class R6 — Investor Class (MTINX) |
Document/Exhibit Description Pages Size 1: DEF 14C Definitive Proxy Information Statement HTML 152K
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Dear Shareholders of the MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. Equity Yield Fund, MainStay Income Builder Fund, and MainStay U.S. Small Cap Fund (the “Funds”):
Effective March 27, 2013, Epoch Holding Corporation (“Epoch Holding”) merged with Empire Merger Sub, Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”). As a result, Epoch Holding is now a wholly-owned subsidiary of TD Bank. Epoch Holding is the parent company of Epoch Investment Partners, Inc. (“Epoch”), the Funds’ subadvisor.
This merger resulted in a change of control of Epoch and an automatic termination of the previous subadvisory agreement with Epoch under the Investment Company Act of 1940, as amended. At a meeting held on March 21, 2013, the Board of Trustees of MainStay Funds Trust and the Board of Trustees of The MainStay Funds (collectively, the “Board”) approved the continued retention of Epoch as the Funds’ subadvisor and approved a new subadvisory agreement, effective as of March 27, 2013. Shareholder approval of the continued retention of Epoch as subadvisor and the new subadvisory agreement is not required.
New York Life Investment Management LLC (“New York Life Investments”) will remain the Funds’ investment manager and will continue to oversee Epoch. Under the supervision of New York Life Investments, Epoch will continue to be responsible for the portfolio management of the Funds, including making the specific decisions about buying, selling and holding securities.
This package contains more information about Epoch, TD Bank and the Funds, including information regarding the acquisition of Epoch Holding by TD Bank and the actions taken by the Board. Please review this information and call us toll-free at 800-MAINSTAY (624-6782) if you have any questions. Clients of investment advisers may also contact their investment adviser with any questions. Please note that no proxy is required.
Thank you for your continued investment in the Funds.
Sincerely,
Stephen P. Fisher
President
MainStay Funds Trust
The MainStay Funds
This document is an Information Statement and is being furnished to shareholders of the MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. Equity Yield Fund, and MainStay U.S. Small Cap Fund, each a series of MainStay Funds Trust, a Delaware statutory trust, and MainStay Income Builder Fund, a series of The MainStay Funds, a Massachusetts business trust (each individually, a “Fund” and collectively the “Funds”) under the terms of an exemptive order (the “Order”) issued by the Securities and Exchange Commission (“SEC”). New York Life Investment Management LLC (“New York Life Investments”) serves as the investment manager for the Funds.
The Order permits New York Life Investments, on behalf of a Fund and subject to the approval of the Board of Trustees of MainStay Funds Trust or the Board of Trustees of The MainStay Funds, as applicable, (collectively, the “Board”), to retain unaffiliated subadvisors without shareholder approval. This authority is subject to certain conditions. Under the Order, if New York Life Investments retains, and the Board approves, an unaffiliated subadvisor for a Fund, the Fund must provide shareholders with certain information about the subadvisor and the subadvisory agreement within 90 days of such retention.
In this case, the Funds are providing you with this information due to the merger between Epoch Holding Corporation (“Epoch Holding”) and Empire Merger Sub, Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”). As a result of this merger, Epoch Holding became a wholly-owned subsidiary of TD Bank. Epoch Holding is the parent company of Epoch Investment Partners, Inc. (“Epoch”), the Funds’ subadvisor. This merger resulted in a change of control of Epoch and an automatic termination of the previous subadvisory agreement with Epoch under the Investment Company Act of 1940, as amended (“1940 Act”). In response, during a meeting held on March 21, 2013, the Board approved the continued retention of Epoch as each Fund’s subadvisor and approved a new subadvisory agreement (the “Agreement”), effective as of March 27, 2013.
Please note that with respect to MainStay Income Builder Fund, Epoch acts as subadvisor only for a portion of that Fund’s assets. MacKay Shields LLC (“MacKay”) serves as that Fund’s other subadvisor. The transaction described above does not impact MacKay, and MacKay will continue to serve as subadvisor to the MainStay Income Builder Fund.
This Information Statement provides you with more information about TD Bank’s acquisition of Epoch Holding and the Agreement. Importantly, New York Life Investments does not believe that the acquisition of Epoch Holding by TD Bank will have any material impact on the management of the Funds or their portfolios.
New York Life Investments will remain the Funds’ investment manager and will continue to oversee Epoch. Under the supervision of New York Life Investments, Epoch will continue to be responsible for the portfolio management of the Funds, including making the specific decisions about buying, selling and holding securities.
This Information Statement is being mailed on or about May 15, 2013 to the shareholders of each Fund of record as of April 3, 2013 (the “Record Date”). Epoch, and not the Funds, will bear the expenses incurred in connection with preparing this Information Statement.
As of the Record Date, the number of Fund shares issued and outstanding were as follows:
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| Fund Name | Investor Class |
Class A | Class B | Class C | ||||||||||||
| MainStay Epoch Global Choice Fund |
23,527.583 | 262,123.233 | — | 26,040.233 | ||||||||||||
| MainStay Epoch Global Equity Yield Fund | 267,114.266 | 28,834,126.162 | — | 6,891,224.525 | ||||||||||||
| MainStay Epoch International Small Cap Fund | 39,216.731 | 238,892.385 | — | 89,347.914 | ||||||||||||
| MainStay Epoch U.S. Equity Yield Fund | 55,252.642 | 212,582.032 | — | 46,612.107 | ||||||||||||
| MainStay Income Builder Fund |
8,851,455.593 | 17,691,373.256 | 2,657,652.296 | 1,694,161.877 | ||||||||||||
| MainStay U.S. Small Cap Fund |
3,778,544.854 | 5,134,551.462 | 1,594,985.181 | 963,478.981 | ||||||||||||
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| Fund Name | Class I | Class R1 | Class R2 | |||||||||
| MainStay Epoch Global Choice Fund |
8,059,426.441 | — | — | |||||||||
| MainStay Epoch Global Equity Yield Fund | 86,755,329.348 | — | — | |||||||||
| MainStay Epoch International Small Cap Fund | 7,017,923.463 | — | — | |||||||||
| MainStay Epoch U.S. Equity Yield Fund |
813,578.165 | — | — | |||||||||
| MainStay Income Builder Fund |
12,987,314.696 | — | — | |||||||||
| MainStay U.S. Small Cap Fund |
10,146,328.775 | 1,473.559 | 1,501.694 | |||||||||
Information on shareholders who owned beneficially more than 5% of each class of shares of the Funds as of the Record Date is set forth in Appendix A. To the knowledge of New York Life Investments, the executive officers and Trustees of MainStay Funds Trust and The MainStay Funds (collectively, the “Trusts”) as a group owned less than 1% of the outstanding shares of each Fund as of the Record Date.
In reaching its decision to approve the continued retention of Epoch and the Agreement, the Board considered information presented to it by New York Life Investments, Epoch and TD Bank as part of its consideration and approval of the Agreement at the Board’s meeting in March 2013, as well as other relevant information furnished to it throughout the year by New York Life Investments and Epoch at regular and special Board meetings. The Board also requested and received responses from Epoch to a comprehensive list of questions encompassing a variety of topics prepared on behalf of the Board by independent legal counsel to the Board. The Board noted that it had also requested and received responses to similar questions in connection with its annual approval of the previous subadvisory agreement with Epoch at various meetings of the Board and its Contracts Committee between September 2012 and December 2012. The Board considered its historical experience with Epoch’s capabilities and resources, and its evaluation of Epoch in connection with previous contract review processes, including the contract review process that culminated with approval of the previous subadvisory agreement between New York Life Investments and Epoch, on behalf of the Funds (the “Prior Contract Review Processes”).
In determining to approve the continued retention of Epoch and approve the Agreement, the members of the Board reviewed and evaluated all of the information and factors they believed to be relevant and appropriate in light of legal advice furnished to them by independent legal counsel and through the exercise of their own business judgment. The broad factors considered by the Board are discussed in greater detail below, and included, among other things: (i) the nature, scope and quality of the services to be provided to the Funds by Epoch; (ii) the investment performance of the Funds; (iii) the costs of the services to be provided and the profits to be realized by Epoch and its affiliates from its relationship with the Funds; (iv) the extent to which economies of scale may be realized as the Funds grow, and the extent to which economies of scale may benefit Fund investors; and (v) the reasonableness of the Funds’ management and subadvisory fee levels and overall total ordinary operating expenses.
While the members of the Board may have weighed certain factors differently, the Board’s decision to approve the continued retention of Epoch and approve the Agreement was based on a comprehensive consideration of all the information provided to the Board, including information provided to the Board in connection with its review of Epoch.
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The Board also considered that shareholders of the Funds approved the ability of New York Life Investments to act as a “manager of managers,” which allows the Board and New York Life Investments to retain unaffiliated subadvisors for the Funds without the approval of Fund shareholders. A more detailed discussion of the factors that figured prominently in the Board’s decision to approve the continued retention of Epoch and approve the Agreement is provided below.
In considering the approval of the continued retention of Epoch and approval of the Agreement, the Board examined the nature, scope and quality of the services that Epoch historically had provided to the Funds. Based on information provided to the Board in connection with the Prior Contract Review Processes, the Board acknowledged Epoch’s historical service to the Funds, and took note of the experience of Epoch’s portfolio managers, the number of accounts managed by the portfolio managers and Epoch’s method for compensating portfolio managers. The Board also considered the experience of senior personnel at Epoch, and Epoch’s plans for retaining key personnel in connection with the acquisition of Epoch Holding by TD Bank. Based on these considerations, the Board concluded, within the context of its overall determinations regarding the Agreement, that the Funds should continue to benefit from the nature, scope and quality of these services as a result of Epoch’s experience, personnel, operations and resources.
In evaluating investment performance, the Board took note of the Funds’ historical investment performance results, as presented to the Board in connection with the Prior Contract Review Processes, in light of the Funds’ investment objectives, strategies and risks, as disclosed in the Funds’ prospectuses. The Board considered information about the Funds’ investment performance that is provided to the Board in connection with its regularly scheduled meetings, and also took note of information provided in connection with the Prior Contract Review Processes showing the investment performance of the Funds as compared to peer funds. The Board also considered the strength of Epoch’s resources (including research capabilities). Based on these considerations, the Board concluded, within the context of its overall determinations regarding the Agreement, that the retention of Epoch as subadvisor to the Funds is likely to benefit the Funds’ long-term investment performance.
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The Board considered the costs of the services to be provided by Epoch under the Agreement, and the profits to be realized by Epoch due to its relationship with the Funds, taking into account information provided to the Board in connection with the Prior Contract Review Processes. The Board noted that, in connection with Prior Contract Review Processes, Epoch has provided the Board with information about its profitability in connection with its relationship with the Funds. In addition, the Board considered past representations from Epoch and New York Life Investments that the subadvisory fees paid by New York Life Investments to Epoch were the result of arm’s-length negotiations. Because Epoch’s subadvisory fees are paid by New York Life Investments, and not the Funds, the Board historically has focused principally on the profitability of the Funds to New York Life Investments and its affiliates.
In evaluating the costs of the services provided by Epoch in connection with the Prior Contract Review Processes, the Board considered, among other things, Epoch’s investments in personnel, systems, equipment and other resources necessary to manage the Funds, and the fact that New York Life Investments is responsible for paying the subadvisory fees for the Funds. The Board acknowledged that Epoch must be in a position to pay and retain experienced professional personnel to provide services to the Funds, and that Epoch’s ability to maintain a strong financial position is important in order for Epoch to provide high-quality ongoing services to the Funds and their investors.
The Board also considered certain fall-out benefits that may be realized by Epoch due to its relationship with the Funds. The Board recognized, for example, the benefits to Epoch from legally permitted “soft-dollar” arrangements by which brokers may provide research and other services to Epoch in exchange for commissions paid by the Funds with respect to trades on the Funds’ portfolio securities.
As part of the Prior Contract Review Processes, the Board requested and received information from Epoch and New York Life Investments concerning other business relationships between Epoch and its affiliates and New York Life Investments and its affiliates. The Board requested and received assurances that these other business relationships did not impact New York Life Investments’ recommendation for Epoch to serve as the Funds’ subadvisor, and that neither New York Life Investments nor its affiliates are expected to benefit in its other business relationships due to Epoch’s continued engagement as the Funds’ subadvisor.
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After evaluating the information presented to the Board, the Board concluded, within the context of its overall determinations regarding the Agreement, that any profits to be realized by Epoch due to its relationship with the Funds supported the Board’s determination to approve the Agreement. The Board also concluded that any profits to be realized by Epoch will be the result of arm’s-length negotiations between New York Life Investments and Epoch, and will be based on subadvisory fees paid to Epoch by New York Life Investments, not the Funds.
The Board also considered whether the Funds’ expense structures permitted economies of scale to be shared with the Funds’ investors, taking into account information provided to the Board in connection with the Prior Contract Review Processes.
Based on this information, the Board concluded, within the context of its overall determinations regarding the Agreement, that the Funds’ expense structures appropriately reflect economies of scale for the benefit of Fund investors. The Board noted, however, that it would continue to evaluate the reasonableness of the Funds’ expense structures as the Funds grow over time.
The Board evaluated the reasonableness of the fees to be paid under the existing management agreement with New York Life Investments and the Agreement, and the Funds’ expected total ordinary operating expenses. The Board considered that the fees to be paid to Epoch under the Agreement will be paid by New York Life Investments, not the Funds, and will result in no increase in the Funds’ expenses. In assessing the reasonableness of the Funds’ fees and expenses the Board primarily considered comparative data provided to the Board in connection with the Prior Contract Review Processes on the fees and expenses charged by similar mutual funds managed by other investment advisers. In addition, the Board considered information provided by New York Life Investments and Epoch on fees charged to other investment advisory clients, including institutional separate accounts and other funds with similar investment objectives as the Funds. In this regard, the Board took into account explanations from New York Life Investments and Epoch about the different scope of services provided to retail mutual funds as compared with other investment advisory clients. The Board also took into account the impact of any expenses limitation arrangements on the Funds’ net expenses.
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After considering all of the factors outlined above, the Board concluded that the Funds’ management and subadvisory fees and total ordinary operating expenses were within a range that is competitive and, within the context of the Board’s overall conclusions regarding the Agreement, support a conclusion that these fees and expenses are reasonable.
On the basis of the information provided to it and its evaluation thereof, the Board, including the members of the Board who are not “interested persons” of the Funds, as defined in the 1940 Act, unanimously voted to approve the Agreement.
The continued retention of Epoch under the Agreement is not expected to have any effect on shareholders of the Funds. In particular, there are no differences between the terms of the Agreement and those of the previous subadvisory agreement, except for the dates of execution and term. There were no changes to the level of services that Epoch is required to provide to each Fund or the fees payable to Epoch by New York Life Investments for those services. Epoch and TD Bank have informed New York Life Investments that they do not anticipate any changes in the portfolio managers or the portfolio management teams of the Funds as a result of the change of control of Epoch. Further, there are no changes contemplated to the Funds’ investment objectives, goals or strategies.
5
Epoch is located at 399 Park Avenue, New York, New York 10022 and was incorporated in April 2004 as a Delaware corporation. As of March 31, 2013, Epoch managed approximately $27.1 billion in assets. Epoch is a wholly-owned subsidiary of Epoch Holding.
Upon the closing of the Epoch Holding merger, Epoch Holding became a wholly-owned subsidiary of TD Bank.
TD Bank is a Canadian chartered bank. TD Bank and its subsidiaries are collectively known as “TD Bank Group.” TD Bank Group is the sixth largest bank in North America (as measured by number of branches) and serves approximately 22 million customers in four key businesses operating in a number of locations in key financial centers around the globe: Canadian Personal and Commercial Banking; Wealth and Insurance; U.S. Personal and Commercial Banking; and Wholesale Banking. TD Bank Group also ranks among the world’s leading online financial services firms, with more than 8.5 million online customers. TD Bank Group had approximately CDN $811 billion in assets on October 31, 2012.
TD Bank's principal executive offices are located at P.O. Box 1, Toronto-Dominion Centre, King Street W. and Bay Street, Toronto, Ontario, Canada M5K 1A2 and its telephone number is (888) 751-9000.
Epoch made no trading commissions payments to affiliated broker-dealer(s) during the last fiscal year.
No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Epoch, or otherwise has any material direct or indirect interest in Epoch or any person controlling, controlled by or under common control with Epoch, including TD Bank. In addition, since November 1, 2012, the beginning of the Trusts’ current fiscal year, no Trustee of the Trusts has had, directly or indirectly, a material interest in any material transaction or material proposed transaction to which Epoch, any of its parents or subsidiaries or any subsidiaries of a parent of any such entities was or is to be a party.
Certain information on each executive officer of Epoch is listed below and has been provided to us by Epoch. The address of each executive officer of Epoch, unless otherwise noted, is 399 Park Avenue, New York, New York 10022.
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| Name | Position(s) with Epoch | Other Business |
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| William W. Priest | Chief Executive Officer, Co-Chief Investment Officer |
None | ||
| Timothy T. Taussig | President, Chief Operating Officer | None | ||
| Adam Borak | Chief Financial Officer | None | ||
| David N. Pearl | Executive Vice President, Co-Chief Investment Officer |
None | ||
| David A. Barnett | Chief Compliance Officer | None |
Day-to-day management of each Fund is the responsibility of the following portfolio managers:
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| David N. Pearl, CFA | Mr. Pearl has managed MainStay Epoch U.S. Equity Yield Fund and MainStay U.S. Small Cap Fund since 2009 and MainStay Epoch Global Choice Fund since 2011. Mr. Pearl joined Epoch in 2004, where he is Executive Vice President and Co-Chief Investment Officer. Mr. Pearl received a BS in Mechanical Engineering from the University of Pennsylvania and an MBA from Stanford University Graduate School of Business. | |
| Michael A. Welhoelter, CFA | Mr. Welhoelter has managed MainStay Epoch U.S. Equity Yield Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund and MainStay Income Builder Fund since 2009. Mr. Welhoelter joined Epoch in 2005 and is a Managing Director. 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 a CFA charterholder. |
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| William W. Priest, CFA | Mr. Priest has managed MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund and MainStay Income Builder Fund since 2009. Mr. Priest founded Epoch Investment Partners in 2004, where he is Chief Executive Officer and Co-Chief Investment Officer. He is a CFA charterholder and a graduate of Duke University and the University of Pennsylvania’s Wharton Graduate School of Business. | |
| Eric Sappenfield | Mr. Sappenfield has managed MainStay Epoch Global Equity Yield Fund and MainStay Income Builder Fund since 2009. Mr. Sappenfield joined Epoch in 2006 and is a Managing Director and Senior Analyst. Mr. Sappenfield holds a BA degree from Stanford University and an MBA from the University of California, Los Angeles. | |
| Eric Citerne, CFA | Mr. Citerne has managed MainStay Epoch International Small Cap Fund since 2011. Mr. Citerne joined Epoch in 2008, where he is a Managing Director, Portfolio Manager and Senior Analyst. Prior to that, he held a position at Evergreen Investment Management from 2004 to 2008 where he served as Vice President, Director and Senior Analyst, responsible for the investment of their international small cap and mid cap services. Mr. Citerne holds a BBA from University of Texas at Austin as well as an MBA from Southern Methodist University in Dallas. He is a Certified Public Accountant (“CPA”) and is a Chartered Financial Analyst. |
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| Janet K. Navon | Ms. Navon has managed MainStay U.S. Small Cap Fund since 2011. Ms. Navon is the Director of Research and is a Co-Portfolio Manager for Epoch’s Global Small Cap strategy. Prior to joining Epoch in 2007, Ms. Navon spent nine years as a Senior Analyst and Co-Portfolio Manager at Steinberg Asset Management. Ms. Navon holds a BS from Georgetown University School of Foreign Service and an MBA from Columbia University, Graduate School of Business. | |
| Kera Van Valen, CFA | Ms. Van Valen has been a portfolio manager of the MainStay U.S. Equity Yield Fund since February 2013. Ms. Van Valen joined Epoch in 2005 and is a Director and Research Analyst. Her primary focus is on Epoch’s U.S. and Global Equity Shareholder Yield strategies. Prior to joining the Global Equity team, Ms. Van Valen was an analyst within Epoch’s Quantitative Research & Risk Management team. Ms. Van Valen received her BA in Mathematics from Colgate University and her MBA from Columbia University, Graduate School of Business and is a CFA charterholder. |
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| John Tobin, CFA | Mr. Tobin has been a portfolio manager of the MainStay Epoch U.S. Equity Yield Fund since February 2013. Mr. Tobin joined Epoch in 2012 and is a Director and Senior Research Analyst. His primary focus is on Epoch’s U.S. and Global Equity Shareholder Yield strategies. Prior to joining Epoch in 2012, Mr. Tobin taught undergraduate economics as a lecturer at Fordham University from 2009 to 2012 and as an adjunct professor from 2002 to 2009. Mr. Tobin was with HSBC Global Asset Management as a senior research analyst from 2005 to 2009 and with Credit Suisse Asset Management in a similar capacity from 1990 to 2005. Mr. Tobin has over 32 years of experience. Mr. Tobin received AB, AM and PhD degrees in Economics from Fordham University and is a CFA charterholder. |
The investment objective of each Fund is noted in the table below:
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| Fund Name | Investment Objective | |
| MainStay Epoch Global Choice Fund | The Fund seeks long-term capital appreciation. | |
| MainStay Epoch Global Equity Yield Fund | The Fund seeks a high level of income. Capital appreciation is a secondary investment objective. | |
| MainStay Epoch International Small Cap Fund | The Fund seeks long-term capital appreciation. | |
| MainStay Epoch U.S. Equity Yield Fund | The Fund seeks current income and capital appreciation. | |
| MainStay Income Builder Fund | The Fund seeks current income consistent with reasonable opportunity for future growth of capital and income. | |
| MainStay U.S. Small Cap Fund | The Fund seeks long-term capital appreciation by investing primarily in securities of small-cap companies. |
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In addition to acting as the subadvisor to the Funds listed in the table above, Epoch also acts as subadvisor to the funds listed in the table below. The investment objectives of these funds are similar to the investment objectives of the Funds, as noted.
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| Fund Name | Assets Under Management ($MM) | Subadvisory Fee Rate | ||
| Curian/Epoch Global Shareholder Yield Fund1 | $33.302 | 0.45% on assets up to $100 million; 0.40% on assets from $100 million to $600 million; 0.35% on assets in excess of $600 million | ||
| John Hancock Fund III Global Shareholder Yield Fund1 | $1,927.902 | 0.35% | ||
| MainStay Epoch U.S. All Cap Fund3 | $465.374 | 0.425% on assets up to $500 million; 0.4125% on assets from $500 million to $1 billion; and 0.40% on assets in excess of $1 billion |
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| MainStay VP Income Builder Portfolio5 | $352.134 | 50% of the effective gross management fee | ||
| MainStay VP U.S. Small Cap Portfolio6 | $238.094 | 0.40% on assets up to $200 million; 0.375% on assets from $200 million to $500 million; 0.3625% on assets from $500 million to $1 billion; 0.35% on assets in excess of $1 billion |
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| NVIT Multi-Manager Small Cap Value Fund3 | $424.044 | 0.45% on assets up to $200 million; 0.40% on assets in excess of $200 million | ||
| TDAM Global All Cap Fund3 | N/A7 | 0.55% on assets up to $1 billion; 0.50% on assets from $1 billion to $2 billion; 0.45% on assets in excess of $2 billion | ||
| TDAM Global Equity Yield Fund8 | N/A7 | 0.55% on assets up to $1 billion; 0.50% on assets from $1 billion to $2 billion; 0.45% on assets in excess of $2 billion | ||
| TDAM U.S. Large Cap Core Equity Fund3 | N/A7 | 0.50% on assets up to $1 billion; 0.45% on assets from $1 billion to $2 billion; 0.40% on assets in excess of $2 billion | ||
| TDAM U.S. Equity Income Fund8 | N/A7 | 0.55% on assets up to $1 billion; 0.50% on assets from $1 billion to $2 billion; 0.45% on assets in excess of $2 billion | ||
| USAA Income Stock Fund8 | $1,310.942 | 0.30% on assets up to $600 million; 0.20% on assets from $600 million to $1.5 billion; 0.18% on assets in excess of $1.5 billion |
| 1 | The investment objective of the Fund is the same as the investment objective for MainStay Epoch Global Equity Yield Fund. |
| 2 | As of February 28, 2013. |
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| 3 | The investment objective of the Fund is similar to the investment objectives for MainStay Epoch Global Choice Fund, MainStay Epoch International Small Cap Fund, and MainStay Epoch U.S. Equity Yield Funds. |
| 4 | As of March 31, 2013. |
| 5 | The investment objective of the Portfolio is the same as the investment objective for MainStay Income Builder Fund. |
| 6 | The investment objective of the Portfolio is the same as the investment objective for MainStay U.S. Small Cap Fund. |
| 7 | Launched on March 21, 2013. |
| 8 | The investment objective of the Fund is similar to the investment objective of MainStay Epoch U.S. Equity Yield Fund. |
There are no differences between the terms of the Agreement and those of the previous subadvisory agreement, except for the dates of execution and term. There were no changes to the level of services that Epoch is required to provide to each Fund or the fees payable to Epoch by New York Life Investments for those services. The Agreement will continue in force for an initial period of two years, unless sooner terminated as provided in the Agreement. Thereafter, like the previous subadvisory agreement, the Agreement will continue in force from year to year so long as it is specifically approved by the Board or shareholders of the Funds at least annually in the manner required by the 1940 Act.
Also like the previous subadvisory agreement, the Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act) or upon the termination or assignment of the Funds’ management agreement with New York Life Investments and may be terminated by New York Life Investments or Epoch at any time without payment of any penalty on sixty days’ prior written notice to the other party and the Funds. The Agreement may also be terminated at any time without payment of any penalty by action of the Board or by a vote of a majority of the outstanding voting securities of the Funds (as defined by the 1940 Act) on sixty days’ prior written notice to Epoch and New York Life Investments.
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The previous subadvisory agreement was dated as of April 29, 2011, as amended, and was last submitted to a vote of the shareholders on the following dates:
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| Fund Name(s) | Date Submitted to Shareholders | |
| MainStay Epoch Global Choice Fund | November 5, 2009 | |
| MainStay Epoch Global Equity Yield Fund | November 5, 2009 | |
| MainStay Epoch International Small Cap Fund | November 5, 2009 | |
| MainStay Epoch U.S. Equity Yield Fund | November 5, 2009 | |
| MainStay Income Builder Fund | N/A* | |
| MainStay U.S. Small Cap Fund | November 16, 2009 |
| * | Epoch was appointed Subadvisor as of June 29, 2009 pursuant to the Order. |
Under the terms of the Amended and Restated Management Agreement between New York Life Investments and the Trusts, on behalf of the Funds, each Fund pays New York Life Investments a management fee that is equal to an annual percentage of that Fund’s average daily net assets as follows:
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| Fund Name | Management Fee | |
| MainStay Epoch Global Choice Fund | 1.00% | |
| MainStay Epoch Global Equity Yield Fund | 0.70% | |
| MainStay Epoch International Small Cap Fund | 1.10% | |
| MainStay Epoch U.S. Equity Yield Fund | 0.80% on assets up to $500 million; 0.79% on assets over $500 million | |
| MainStay Income Builder Fund | 0.64% on assets up to $500 million; 0.60% on assets from $500 million to $1 billion; and 0.575% on assets over $1 billion* | |
| MainStay U.S. Small Cap Fund | 0.85% on assets up to $1 billion; 0.80% on assets over $1 billion |
| * | Plus a fee for fund accounting services previously provided by New York Life Investments under a separate fund accounting agreement. |
For the fiscal year ended October 31, 2012, the aggregate management fees paid to New York Life Investments for services rendered to the
13
Funds and management fees waived and/or expenses reimbursed by New York Life Investments to Epoch were as follows:
|
|
|
||||||
| Fund Name | Management Fees Paid | Management Fees Waived/ Expenses Reimbursed | ||||||
| MainStay Epoch Global Choice Fund | $ | 745,729 | $ | 0 | ||||
| MainStay Epoch Global Equity Yield Fund | $ | 9,563,530 | $ | 0 | ||||
| MainStay Epoch International Small Cap Fund | $ | 2,363,309 | $ | 65,665 | ||||
| MainStay Epoch U.S. Equity Yield Fund | $ | 1,529,519 | $ | 98,069 | ||||
| MainStay Income Builder Fund | $ | 4,338,445 | $ | 0 | ||||
| MainStay U.S. Small Cap Fund | $ | 3,230,768 | $ | 0 | ||||
Under the Agreement, New York Life Investments will pay Epoch a subadvisory fee, computed daily and payable monthly, that is equal to an annual percentage of the average daily net assets of each Fund as follows:
|
|
|
| Fund Name | Subadvisory Fee | |
| MainStay Epoch Global Choice Fund | 0.50% | |
| MainStay Epoch Global Equity Yield Fund | 0.35% | |
| MainStay Epoch International Small Cap Fund | 0.55% | |
| MainStay Epoch U.S. Equity Yield Fund | 0.40% | |
| MainStay Income Builder Fund | 50% of the effective gross management fee | |
| MainStay U.S. Small Cap Fund | 0.425% on assets up to $1 billion and 0.40% on assets over $1 billion |
For the fiscal year ended October 31, 2012, the aggregate subadvisory fees paid by New York Life Investments to Epoch for services rendered to the Funds were as follows:
|
|
|||
| Fund Name | Subadvisory Fees Paid |
|||
| MainStay Epoch Global Choice Fund | $ | 372,886 | ||
| MainStay Epoch Global Equity Yield Fund | $ | 4,781,874 | ||
| MainStay Epoch International Small Cap Fund | $ | 1,181,700 | ||
| MainStay Epoch U.S. Equity Yield Fund | $ | 764,764 | ||
| MainStay Income Builder Fund | $ | 1,074,947 | ||
| MainStay U.S. Small Cap Fund | $ | 1,615,430 | ||
14
All fees due to Epoch under the Agreement are paid by New York Life Investments, from its own asset, and are not additional expenses to the Funds.
In addition to continuing 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 continuing the 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, including the 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; and (v) Epoch and an affiliate of New York Life Investments are party to a distribution relationship with respect to certain separately managed account and unified managed account products.
More information about the Funds, including the SAI and the Annual/Semiannual Reports, is available, without charge, upon request. To obtain information, call toll-free 800-MAINSTAY (624-6782), visit our website at mainstayinvestments.com, or write to NYLIFE Distributors LLC, Attn: MainStay Marketing Department, 169 Lackawanna Avenue, Parsippany, New Jersey 07054.
New York Life Investments serves as the investment adviser and administrator to the Funds. The principal executive offices of New York Life Investments and the Funds are located at 51 Madison Avenue, New York, New York 10010.
NYLIM Service Company LLC, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, acts as the Funds’ transfer agent and dividend disbursing agent. The Funds’ distributor is NYLIFE Distributors LLC, 169 Lackawanna Avenue, Parsippany, New Jersey 07054. The Funds’ custodian is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900.
15
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class A | Charles Schwab & Co Inc Attn: Mutual Funds Dept Team M 101 Montgomery St San Francisco, CA 94104-4151 |
133,678.066 | 51.00 | % | ||||||||
| Class C | NFS LLC FEBO NFS/FMTC IRA FBO Ronald Peterson 777 S Federal Highway RP 301 Pompano Beach, FL 33062 |
1,626.545 | 6.25 | % | ||||||||
| Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
9,238.616 | 35.48 | % | |||||||||
| Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
6,166.607 | 23.68 | % | |||||||||
| Ameritrade Inc FBO PO Box 2226 Omaha, NE 68103-2226 |
1,312.336 | 5.04 | % | |||||||||
| New York Life Investment Mgmt Attn: Daniel Andriola 169 Lackawanna Ave Parsippany, NJ 07054-1007 |
1,876.214 | 7.21 | % | |||||||||
| LPL Financial 9785 Towne Centre Dr San Diego, CA 92121-1968 |
1,336.005 | 5.13 | % | |||||||||
| Class I | New York Life Insurance Co MainStay Moderate Growth Alloc Fd 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
788,028.252 | 9.78 | % | ||||||||
| New York Life Insurance Co MainStay VP Growth Allocation 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
425,331.244 | 5.28 | % | |||||||||
| New York Life Insurance Co MainStay Growth Allocation Fund 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
408,931.047 | 5.07 | % | |||||||||
| New York Life Insurance Co MainStay VP Moderate Allocation 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
1,551,441.770 | 19.25% | ||||||||||
A-1
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| New York Life Insurance Co MainStay VP Conservative Allocat 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
619,564.181 | 7.69 | % | |||||||||
| New York Life Insurance Co MainStay Conserv Allocation Fund 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
545,947.411 | 6.77 | % | |||||||||
| New York Life Insurance Co MainStay Moderate Allocation Fund 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
839,877.123 | 10.42 | % | |||||||||
| New York Life Insurance Co MainStay VP Moderate Growth Alloc 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
1,894,610.070 | 23.51 | % | |||||||||
| Investor Class | New York Life Investment Mgmt Attn: Daniel Andriola 169 Lackawanna Ave Parsippany, NJ 07054-1007 |
1,878.519 | 7.98 | % | ||||||||
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class A | Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
14,744,561.883 | 51.14 | % | ||||||||
| UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd 5th Fl Weehawken, NJ 07086-6761 |
6,094,279.380 | 21.14 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
1,769,247.496 | 6.14 | % | |||||||||
| Class C | First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St. Louis, MO 63103-2523 |
345,785.350 | 5.02 | % | ||||||||
| UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd 5th Fl Weehawken, NJ 07086-6761 |
739,580.037 | 10.73% | ||||||||||
A-2
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
2,688,712.468 | 39.02 | % | |||||||||
| Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Flooor Jersey City, NJ 07311 |
1,282,946.990 | 18.62 | % | |||||||||
| Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
902,202.117 | 13.09 | % | |||||||||
| Class I | Wells Fargo Bank NA FBO Sentara HC Calamos Glbl Gr & Inc PO Box 1533 Minneapolis, MN 55480-1533 |
5,412,340.031 | 6.24 | % | ||||||||
| Vallee and Co FBO VA C/O M&I Trust Co., NA 11270 W Park Pl Ste 400 Milwaukee, WI 53224-3638 |
5,891,242.123 | 6.79 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
12,191,727.672 | 14.05 | % | |||||||||
| Charles Schwab & Co Inc Attn: Mutual Funds Dept Team M 101 Montgomery St San Francisco, CA 94104-4151 |
16,235,841.320 | 18.71 | % | |||||||||
| Investor Class | TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 |
24,017.636 | 8.99 | % | ||||||||
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class A | Charles Schwab & Co Inc Attn: Mutual Funds Dept Team M 101 Montgomery St San Francisco, CA 94104-4151 |
16,641.059 | 6.97 | % | ||||||||
| UBS WM USA Omni Account M/F Attn: Department Manager 1000 Harbor Blvd 5th Fl Weehawken, NJ 07086-6761 |
15,396.668 | 6.45 | % | |||||||||
| Class C | Janney Montgomery Scott LLC Exclusive Benefit of Customers 1801 Market St Philadelphia, PA 19103-1610 |
9,876.172 | 11.05% | |||||||||
A-3
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| NFS LLC FEBO MMF Partners II LP A Partnership My RA M Friedman MMF Management LLC 2816 Silverleaf Ln Naples, FL 34105-3032 |
11,076.375 | 12.40 | % | |||||||||
| NFS LLC FEBO Felicia J Bayer 1228 N Sheridan Ave Pittsburgh, PA 15206-1758 |
4,483.662 | 5.02 | % | |||||||||
| Class I | Genworth Financial Trust Co 401K Plan FBO Genworth Fin Wealth Mgmt & Mutual TS & 3200 N Central Ave Fl 7 Phoenix, AZ 85012-2468 |
1,036,876.153 | 14.77 | % | ||||||||
| NFS LLC FEBO The Northern Trust Company PO Box 92956 Chicago, IL 60675-2956 |
426,473.645 | 6.08 | % | |||||||||
| Ellard & Co C/O Fiduciary Trust Co Intl PO Box 3199 New York, NY 10008-3199 |
469,693.619 | 6.69 | % | |||||||||
| NFS LLC FEBO US Bank National Association Omnibus – Reinvest/Reinvest 1555 N Rivercenter Dr Ste 302 Milwaukee, WI 53212-3958 |
451,441.262 | 6.43 | % | |||||||||
| NFS LLC FEBO The Northern Trust Company PO Box 92956 Chicago, IL 60675-2956 |
2,237,800.364 | 31.89 | % | |||||||||
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class A | Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
64,294.991 | 30.24 | % | ||||||||
| Class C | Jae K Lee 750 S Beach Blvd APT 306 La Habra, CA 90631-6416 |
2,608.696 | 5.60 | % | ||||||||
| New York Life Investment Mgmt Attn: Daniel Andriola 169 Lackawanna Ave Parsippany, NJ 07054-1007 |
2,990.478 | 6.42 | % | |||||||||
| Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
3,663.346 | 7.86% | ||||||||||
A-4
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Stifel Nicolaus & Co Inc For Kenneth D Piercy and Gretchen B Piercy TTEES 501 N Broadway Fl 8 Saint Louis, MO 63102-2188 |
7,125.395 | 15.29 | % | |||||||||
| Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
10,526.149 | 22.58 | % | |||||||||
| Class I | First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St. Louis, MO 63103-2523 |
305,056.669 | 37.50 | % | ||||||||
| Charles Schwab & Company Inc Attn Mutual Fund Dept 101 Montgomery Street San Francisco, CA 94104-4151 |
49,843.987 | 6.13 | % | |||||||||
| Investor Class | New York Life Investment Mgmt Attn: Daniel Andriola 169 Lackawanna Ave Parsippany, NJ 07054-1007 |
3,002.131 | 5.43 | % | ||||||||
| Kenneth W Colburn Jr & Julie A Lucas JTWROS 8090 Tobacco View Court Port Tobacco, MD 20677-3176 |
30,066.146 | 11.47 | % | |||||||||
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class C | Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
110,262.534 | 6.51 | % | ||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – for the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
447,733.153 | 26.43 | % | |||||||||
| Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
229,861.322 | 13.57 | % | |||||||||
| First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St. Louis, MO 63103-2523 |
236,059.040 | 13.93 | % | |||||||||
| Class I | New York Life Progress – Sharing Investment Plan Program C/O Maria Mauceri 51 Madison Ave Rm 511 New York, NY 10010-1603 |
5,037,638.964 | 38.79% | |||||||||
A-5
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| New York Life Trust Company Client Accounts Attn: Heather Allen 169 Lackawanna Ave Parsippany, NJ 07054-1007 |
4,394,897.726 | 33.84 | % | |||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – for the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
1,029,435.895 | 7.93 | % | |||||||||
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| Class A | Wilmington Trust Risc as TTEE FBO Noble Energy Production DCP for SE PO Box 52129 Phoenix, AZ 85072-2129 |
360,765.049 | 7.03 | % | ||||||||
| Class C | First Clearing LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market Street St. Louis, MO 63103-2523 |
88,502.405 | 9.19 | % | ||||||||
| Merrill Lynch Pierce Fenner & Smith Inc – for the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Drive East 3rd Fl Jacksonville, FL 32246-6484 |
130,127.500 | 13.51 | % | |||||||||
| Raymond James Omnibus for Mutual Funds Attn: Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
49,115.156 | 5.10 | % | |||||||||
| Morgan Stanley Smith Barney Harbor Side Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
121,251.650 | 12.58 | % | |||||||||
| Class I | New York Life Insurance Co. MainStay Moderate Growth Alloc Fd 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
2,235,926.133 | 22.04 | % | ||||||||
| New York Life Insurance Co. MainStay Moderate Allocation Fund 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
619,515.194 | 6.11% | ||||||||||
A-6
|
|
|
|
|||||||||
| Title of Class | Name and Address of Beneficial Holder | Amount of Beneficial Ownership |
Percent of Class |
|||||||||
| New York Life Insurance Co. MainStay Growth Allocation Fund 169 Lackawanna Ave Attn: Chris Feind Parsippany, NJ 07054-1007 |
1,590,106.730 | 15.67 | % | |||||||||
| New York Life Progress – Sharing Investment Plan Program C/O Maria Mauceri 51 Madison Ave Rm 511 New York, NY 10010-1603 |
2,839,552.081 | 27.99 | % | |||||||||
A-7
| This ‘DEF 14C’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/15/13 | ||||
| Filed on / Effective on: | 5/6/13 | N-MFP | ||
| For Period End: | 5/1/13 | |||
| 4/3/13 | ||||
| 3/31/13 | N-MFP | |||
| 3/27/13 | ||||
| 3/21/13 | 485BPOS | |||
| 2/28/13 | 485BPOS, 497K, N-MFP | |||
| 11/1/12 | ||||
| 10/31/12 | 24F-2NT, N-CSR, N-MFP, NSAR-B | |||
| 4/29/11 | N-MFP | |||
| 11/16/09 | ||||
| 11/5/09 | ||||
| 6/29/09 | 497, NSAR-A | |||
| List all Filings | ||||