1
GUARANTY AGREEMENT
GUARANTY AGREEMENT made as of the 10th day of December 1990 between
NYLIFE Inc., a New York corporation, and the Guaranteed Equity Index Fund (the
"Fund"), a separate series of XxxXxx-Xxxxxxx MainStay Series Fund, a
Massachusetts business trust, for the exclusive benefit of the shareholders of
the Fund.
All defined terms used herein shall have the meanings ascribed to them
in the Fund's Registration Statement on Form N-1A filed under the Securities Act
of 1940, and Investment Company Act of 1940, which Registration Statement is
hereby incorporated by reference herein.
1. On the fifth business day following a Guarantee Date NYLIFE shall
pay to the Fund's transfer and dividend disbursing agent, for the exclusive
benefit of those Fund shareholders holding Guaranteed Shares to which such
Guarantee Date relates, money equal to the difference between the Guaranteed
Amount of such Guaranteed Shares and the net asset value of all such shares on
that date. The Fund's transfer and dividend disbursing agent will forward to
each shareholder holding such Guaranteed Shares his or her pro rata portion of
any moneys paid by NYLIFE.
2. This Guaranty Agreement applies only with respect to Guaranteed
Shares, as described in the Prospectus. If the Fund should be required to pay a
dividend or distribution in cash to all shareholders prior to the Guarantee
Date, the amount of such distribution will reduce the Guaranteed Amount
applicable to each Guaranteed Share in the amount of the dividend paid.
3. In the event NYLIFE is required to make payment under this Guaranty
Agreement, such payment will be made without recourse to New York Life Insurance
Company, any of its affiliated companies, or its employees, officers, directors
or agents.
4. NYLIFE shall be obligated to make payments under this Guaranty
agreement five business days after a Guarantee Date and only with respect to
those Guaranteed Shares as to which the Guarantee Date applies.
2
5. The Fund has no interest in, and specifically disclaims any
interest in, the proceeds payable under the Guarantee, which are payable solely
to the shareholders holding Guaranteed Shares. Such shareholders are the sole
beneficiaries of this Agreement, and the designation of such shareholders as the
sole named beneficiaries of the Guarantee may not be changed by the Fund or such
shareholders. The Guarantee is neither transferable nor assignable by the Fund
or by such shareholders, nor may the Fund or such shareholders cancel the
Guarantee or waive any rights thereunder. The Guarantee cannot be surrendered by
either the Fund or its shareholders for cash, except in the event that payment
is made pursuant to paragraph 1. Neither the Fund nor its shareholders may use
the Guarantee as a pledge for a loan, nor may the Fund or its shareholders
obtain any loan from NYLIFE with respect to amounts that may be payable pursuant
to the Guarantee.
6. This Guaranty Agreement will terminate (a) on the Guarantee Date,
if no amounts are payable pursuant to paragraph 1, or (b) if any amounts are
payable pursuant to paragraph 1, upon payment by NYLIFE of any amounts due
hereunder to the Fund's transfer and dividend disbursing agent for distribution
to the Fund's shareholders.
7. This Guaranty Agreement shall be governed and construed in
accordance with the laws of the State of New York..
8. The Declaration of Trust of XxxXxx-Xxxxxxx MainStay Series Fund
disclaims the personal liability of its shareholders, officers or Trustees and
any person seeking enforcement of this Agreement against the Fund must look
solely to the property and other assets of the Fund.
IN WITNESS WHEREOF, this Guaranty Agreement has been executed for and
on behalf of the undersigned as of the day and year first above written.
GUARANTEED EQUITY INDEX FUND,
a series of
NYLIFE, INC. XXXXXX-XXXXXXX MAINSTAY SERIES FUND
By: By:
------------------------------- ----------------------------
Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx
Title: Vice President President
-2-
3
NEW YORK LIFE SECURITIES CORP.
00 XXXXXXX XXXXXX, XXX XXXX, XX 00000
April 18, 1986
XxxXxx-Xxxxxxx MainStay Series Fund
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Please be advised that the shares of beneficial interest, one cent ($.01) par
value, of the various series or Funds of XxxXxx-Xxxxxxx MainStay Series Fund
(the "Trust") which we purchased from you on April 18, 1986 in the following
amounts:
No. of Price Per Aggregate
Fund Shares Share Purchase Price
---- ------ --------- --------------
XxxXxx-Xxxxxxx Capital Appreciation
Fund 1,600 $10.00 16,000
XxxXxx-Xxxxxxx Value Fund 1,600 $10.00 16,000
XxxXxx-Xxxxxxx Convertible Fund 1,600 $10.00 16,000
XxxXxx-Xxxxxxx High Yield Corporate
Bond Fund 1,800 $10.00 18,000
XxxXxx-Xxxxxxx Government Plus
Fund 1,800 $10.00 18,000
XxxXxx-Xxxxxxx Money Market Fund 16,000 $ 1.00 16,000
were purchased for investment and not with a view to the distribution thereof,
and that at the time of the purchase we did not, and we do not now, have any
present intention to redeem such shares.
NEW YORK LIFE SECURITIES CORP.
By:
-----------------------------------
Senior Vice President
