EXPENSE LIMITATION AGREEMENT
Exhibit
h 5 d
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NEW
YORK LIFE INVESTMENT MANAGEMENT LLC
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000
Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
xxx.xxxxxxxxxxxxx.xxx
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As of
March 30, 2010
Board of
Trustees
00
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Re: Expense
Limitation
Dear
Board of Trustees:
(1) This
letter will confirm New York Life Investment Management LLC’s (“New York Life
Investments”) intent that, in the event the annualized ratio of total ordinary
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 each class of shares (the
“Class”) for the series of MainStay Funds Trust listed below (the “Fund”),
calculated daily in accordance with generally accepted accounting principles
consistently applied, exceeds the percentage set forth below, New York Life
Investments will waive a portion of the Fund’s management fees or reimburse the
expenses of Class A of the Fund in the amount of such excess, consistent with
the method set forth in Section (4) below. An equivalent reduction,
equal to the amount waived for Class A will also apply to other share classes of
the Fund.
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Fund/Class
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Expense Limit
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MainStay
High Yield Municipal Bond Fund - Class A
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0.85 | % | ||
New York
Life Investments authorizes the Funds and their administrator to reduce the
monthly expenses of the appropriate Class of a Fund or reduce its monthly
management fees to the extent necessary to effectuate the limitations stated in
this Section (1), consistent with the method set forth in Section (4)
below. New York Life Investments authorizes the Fund and its
administrator to request funds from us as necessary to implement the limitations
stated in this Section (1). New York Life Investments will pay to the
Fund or Class 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 from March 30, 2010
through March 31, 2011.
(3) The
foregoing expense limitations supersede any prior agreement regarding expense
limitations. Each expense limitation is a calculated on an annual,
not monthly, basis, 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) s New York
Life Investments shall be reimbursed by the respective 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 Class(es) shall establish a credit to
be used in reducing deductions and/or payments which would otherwise be made in
subsequent months of the year. New York Life Investments may reclaim
the amount of management fee waivers or expense reimbursements from the Fund or
Class pursuant to this arrangement consistent with the method set forth in
Section (4) below, if it does not cause the Fund or Class to exceed existing
expense limitations and such action is taken during the fiscal year in which New
York Life Investments 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 Fund 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.
This
Agreement shall be effective as of the date first written above.
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Senior
Managing Director
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ACKNOWLEDGED:
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By:
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/s/ Xxxx X. Xxxxxxxxxx
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Name:
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Xxxx
X. Xxxxxxxxxx
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Title:
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Treasurer
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