Exhibit h(1)(a)
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
THE MAINSTAY FUNDS
AND
NYLIM SERVICE COMPANY LLC
TABLE OF CONTENTS
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF NYLIM SC................... 3
ARTICLE 2 FEES AND EXPENSES.......................................... 7
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NYLIM SC................. 8
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND................. 8
ARTICLE 5 INDEMNIFICATION............................................ 9
ARTICLE 6 COVENANTS OF THE FUND AND NYLIM SC......................... 10
ARTICLE 7 INSURANCE.................................................. 11
ARTICLE 8 TERMINATION OF AGREEMENT................................... 12
ARTICLE 9 ADDITIONAL FUNDS........................................... 12
ARTICLE 10 ASSIGNMENT................................................. 12
ARTICLE 11 AMENDMENT.................................................. 12
ARTICLE 12 MASSACHUSETTS LAW TO APPLY................................. 13
ARTICLE 13 MERGER OF AGREEMENT........................................ 13
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of August, 2002, by and
between THE MAINSTAY FUNDS, a Massachusetts business trust, having its principal
office and place of business at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Fund"), and NYLIM SERVICE COMPANY LLC, a Delaware limited liability
corporation, having its principal office and place of business at 000
Xxxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("NYLIM SC").
WHEREAS, the Fund entered into a Transfer Agency and Service Agreement on April
28, 1997 by and between the Fund and MainStay Shareholder Services Inc. ("MMS")
whereby MMS agreed to act as the Fund's transfer agent, dividend disbursing
agent and agent in connection with certain other activities; and
WHEREAS, effective January 28, 2000, MMS converted from a corporation to a
limited liability company under Delaware law and became MainStay Shareholder
Services LLC ("MMS LLC"); and
WHEREAS, pursuant to a Certificate of Amendment to the Certificate of Formation
of MMS LLC, dated December 22, 2000, MMS LLC was renamed NYLIM Service Company
LLC ("NYLIM SC"); and
WHEREAS, this Agreement amends and restates, in its entirety, the Transfer
Agency and Service Agreement, dated April 28, 1997, by and between the Fund and
MMS in order to reflect the current parties of the Agreement and to make certain
ministerial changes designed to facilitate the administration of this Agreement;
and
WHEREAS, the Fund desires to appoint NYLIM SC as its named transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and NYLIM SC desires to accept such appointment effective May 1, 1997; and
WHEREAS, the Fund is 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 Fund currently offers Shares in 24 series, (such series, together
with all other series subsequently established by the Fund and made subject to
this Agreement in accordance with Article 9, being herein referred to as the
"Fund(s)");
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE 1: TERMS OF APPOINTMENT: DUTIES OF NYLIM SC
1.01. Subject to the terms and conditions set forth in this
Agreement, effective August 1, 2002, the Fund hereby employs and appoints NYLIM
SC to act as, and NYLIM SC agrees to act as, transfer agent for the Fund's
authorized and issued shares of beneficial interest ("Shares"),
dividend disbursing agent and agent in connection with any accumulation, letter
of intent or similar purchase plans provided to the shareholders of record of
the Fund ("Shareholders") and set out in the Prospectus (which term when used in
this Agreement includes the Statement of Additional Information) of the Fund, as
now in effect or as hereafter amended or supplemented from time to time without
written objection by NYLIM SC or as mutually agreed upon from time to time.
1.02. NYLIM SC agrees that it will perform the following services:
(a) In accordance with procedures established from time
to time by agreement between the Fund and NYLIM SC,
NYLIM SC 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 Trustees of the
Fund (the "Custodian"); pursuant to orders
for the purchase of Shares, record the
purchase of the appropriate number of Shares
in the Shareholder's account and, if
requested by the Shareholder, and if the
Trustees of the Fund have authorized the
issuance of stock certificates, issue a
certificate for the appropriate number of
Shares;
(ii) pursuant to instructions provided by
Shareholders, reinvest income dividends and
capital gains distributions in additional
shares of the Fund;
(iii) receive for acceptance redemption and
repurchase requests and directions, and
deliver the appropriate documentation
therefor to the Custodian;
(iv) 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;
(v) 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 Fund or
such other person as the Fund shall
designate in writing;
(vi) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
documentation meeting the requirements set
forth in the Fund's current prospectus;
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(vii) prepare and transmit payments for dividends
and distributions declared by the Fund other
than such dividends and distributions
reinvested under 1.02(a)(iii);
(viii) maintain records of account for and advise
the Fund and its Shareholders as to the
foregoing; and
(ix) effect exchanges of Shares of one Series for
shares of the same class of another Series
at net asset value upon receipt of
appropriate authorization meeting the
requirements set forth in the Fund's current
prospectus.
(b) In addition to and not in lieu of the services set
forth in the above paragraph (a), NYLIM SC shall: (i)
perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant,
agent in connection with accumulation, letter of
intent, or similar purchase plans. The detailed
definition, frequency, limitations and associated
costs (if any) set out in the attached 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. residents 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 Fund daily and monthly a written
report which will enable the Fund to monitor the
total number of Shares sold and the aggregate public
offering price thereof in each State by the Fund or
each of the Funds, added by sales in each State of
the registered Shareholder or dealer branch office,
as requested by the Fund. If directed by the Fund,
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 when such prospectus, amendment or
supplement shall be effective. The Fund shall (i)
identify to NYLIM SC in writing those transactions
and assets to be treated as exempt from the blue sky
reporting to the Fund 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 NYLIM SC for the Fund's blue sky State
registration status is limited to the reporting of
transactions as described above.
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(c) Additionally, NYLIM SC 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 Fund of such transactions so
identified on a daily and cumulative basis.
(ii) If upon any day the cumulative net effect of
such transactions upon the Fund is negative
(the Fund determines there is a Fund loss
resulting from NYLIM SC'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, NYLIM SC shall promptly make
a payment to the Fund 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 Fund 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, NYLIM SC shall make
account adjustments or take such other
action as is necessary to compensate
shareholders for shareholder losses and
reimburse the Fund for the amount of Fund
losses.
(iii) If on the last business day of any month the
cumulative net effect upon the Fund
(adjusted by the amount of all prior
payments and credits by NYLIM SC and the
Fund) is negative, the Fund shall be
entitled to a reduction in the fee next
payable under the Agreement by an equivalent
amount, except as provided in paragraph (iv)
below. If on the last business day in any
month the cumulative net effect upon the
Fund (adjusted by the amount of all prior
payments and credits by NYLIM SC and the
Fund) is positive, NYLIM SC shall be
entitled to recover certain past payments
and reductions in fees, and to credit
against all future payments and fee
reductions that may be required under the
Agreement as herein described in paragraph
(iv) below.
(iv) At the end of each month, any positive
cumulative net effect upon the Fund shall be
deemed to be a credit to NYLIM SC which
shall first be applied to permit NYLIM SC to
recover any prior cash payments and fee
reductions made by it to the Fund under
paragraphs (ii) and (iii) above during the
calendar year, by increasing the amount of
the monthly fee under the Agreement next
payable in an amount equal to prior payments
and fee reductions made by NYLIM SC during
such calendar year, but not exceeding the
sum of that month's credit and credits
arising in prior months during such calendar
year to the extent such prior credits have
not previously been utilized as contemplated
by this
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paragraph. Any portion of a credit to NYLIM
SC 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) NYLIM SC shall supply to the Fund 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 Fund at
the end of each month of the net cumulative
effect at such time. NYLIM SC shall promptly
advise the Fund 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 Fund shall
promptly pay to NYLIM SC an amount in cash
equal to the amount by which the cumulative
net effect upon the Fund is positive or, if
the cumulative net effect upon the Fund is
negative, NYLIM SC shall promptly pay to the
Fund an amount in cash equal to the amount
of such cumulative net effect.
(vii) This provision 1.02(c) of the Agreement may
be terminated by NYLIM SC at any time
without cause, effective as of the close of
business on the date written notice (which
may be by telex or facsimile) is received by
the Fund.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and NYLIM SC.
ARTICLE 2 FEES AND EXPENSES
2.01. For performance by NYLIM SC pursuant to this Agreement, the
Fund agrees to pay NYLIM SC an annual maintenance fee for each Shareholder
account as set out in the fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time by mutual written agreement between the Fund and NYLIM
SC.
2.02. In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse NYLIM SC for reasonable out-of-pocket expenses or advances
incurred by NYLIM SC for the items set out in the fee schedule attached hereto.
In addition, any other expenses incurred by NYLIM SC at the request or with the
consent of the Fund, will be reimbursed by the Fund.
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2.03. The Fund agrees to pay all fees and reimbursable expenses
promptly; the terms, method and procedures for which are detailed on the
attached fee schedule.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NYLIM SC
NYLIM SC represents and warrants to the Fund that:
3.01. It is a division of 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 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 "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.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to NYLIM SC that:
4.01. It is a business trust duly organized and existing under the
laws of The Commonwealth of Massachusetts.
4.02. It is empowered under applicable laws and by its Declaration
of Trust and by laws to enter into and perform this Agreement.
4.03. All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04. It is an investment company registered under the Investment
Company Act of 1940, as amended.
4.05. 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 Fund being offered for
sale. The Fund shall notify NYLIM SC when such registration statement shall have
been amended to include additional series of the Fund and shall notify NYLIM SC
if such registration statement or any state securities registration or
qualification has been terminated or a stop order has been entered with respect
to the Shares.
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ARTICLE 5 INDEMNIFICATION
5.01. NYLIM SC shall not be responsible for, and the Fund shall
indemnify and hold NYLIM SC 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 NYLIM SC 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 Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the
Fund's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by NYLIM SC or its agents or
subcontractors of information, records and documents
which (i) are received by NYLIM SC or its agents or
subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared and/or
maintained by the Fund or any other person or firm
(except NYLIM SC or its agents ) on behalf of the
Fund.
(d) The reliance on or the carrying out by NYLIM SC or
its agents or subcontractors of any written
instructions or requests of reasonably believed by
NYLIM SC in good faith to be given by an authorized
person of the Fund.
(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 NYLIM SC's negligent or willful failure to
comply with the provisions of Section 1.02(b) of this
Agreement unless the Fund shall have provided three
days written notice to NYLIM SC not to accept
purchases in any state.
5.02. NYLIM SC shall indemnify and hold the Fund harmless from any
losses, damages, costs or expenses that arise out of NYLIM SC's refusal or
failure to comply with the terms of this Agreement, or which arise out of NYLIM
SC's negligence or willful misconduct or which arise out of the breach of any
representation or warranty of NYLIM SC hereunder or which arise out of such
refusal or failure, negligence or willful misconduct or breach by NYLIM SC's
agents or subcontractors.
5.03. At any time NYLIM SC may apply to any officer of the Fund for
instructions, and may consult with legal counsel of the Fund with respect to any
matter arising in connection with the services to be performed by NYLIM SC under
this Agreement, and NYLIM SC and its agents or subcontractors shall not be
liable and shall be indemnified by the Fund for any action
7
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. NYLIM SC, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, 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 NYLIM SC or its agents or subcontractors by telephone, in
person, machine readable input, telex, CRT data entry or other similar means
authorized by the Fund, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the Fund.
NYLIM SC, its agents and subcontractors shall also be protected and indemnified
in recognizing stock certificates which are reasonably believed to bear the
proper manual of 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.
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, NYLIM SC shall not be excused from
liability in the event any telecommunications, power or equipment (of NYLIM SC,
its agents or subcontractors) failures could have been avoided or minimized by
such parties having maintained adequate industry standard backup systems and/or
plan and a disaster recovery plan.
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 either party may
be required to indemnify the other, 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
who 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 FUND AND NYLIM SC
6.01. The Fund shall promptly furnish to NYLIM SC the following:
(a) A certified copy of the resolution of the Trustees of
the Fund authorizing the appointment of NYLIM SC and
the execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-laws of the
Fund and all amendments thereto.
6.02. NYLIM SC hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and
8
facsimile signature imprinting devices, if any; and for the preparation or use,
and for keeping account of, such certificates, forms and devices.
6.03. NYLIM SC 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 Act and the Rules thereunder, NYLIM SC
agrees that all such records, and those records that the Fund and NYLIM SC agree
from time to time to be the records of the Fund, will be preserved, maintained
at the expense of the Fund and made available in accordance with such Section
and Rules and this Agreement, and will be surrendered promptly to the Fund at
its request. Records surrendered hereunder shall be in machine readable form,
except to the extent that NYLIM SC has maintained such a record only in paper
form.
6.04. NYLIM SC and the Fund 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 as may be required by law.
6.05. In case of any requests or demands for the inspection of the
Shareholder records of the Fund, NYLIM SC will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
instruction. NYLIM SC reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by counsel to the Fund that it may
be held liable for the failure to exhibit the Shareholder records to such
person.
6.06. NYLIM SC agrees to maintain redundant facilities or a
compatible configuration and to backup the Fund's master and input files and to
store such files in a secure off premises location so that in the event of a
power failure or other interruption of whatever cause at its principal place of
business, the Fund's records are maintained intact, and transactions can be
processed at another location.
6.07. NYLIM SC acknowledges that the Fund, as a registered
investment company under the Act, is subject to the provisions of the 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 Fund acknowledges that NYLIM
SC is not responsible for the Fund's compliance with such laws and regulations.
If the Fund advises NYLIM SC that a procedure of NYLIM SC related to the
discharge of its obligations hereunder has or may have the effect of causing the
Fund to violate any of such laws or regulations, NYLIM SC shall use its best
efforts to develop an alternative procedure which does not have such effect.
ARTICLE 7 INSURANCE
7.01. NYLIM SC 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 Fund, NYLIM SC or other insured
party which would otherwise be a covered claim in the absence of any provision
of this Agreement.
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7.02. NYLIM SC shall notify the Trust 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. NYLIM SC shall notify the Trust 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 Trust from time to time as may
be appropriate of the total outstanding claims made by NYLIM SC under its
insurance coverage.
ARTICLE 8 TERMINATION OF AGREEMENT
8.01. This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
8.02. Should the Fund 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 Fund. Additionally, NYLIM SC 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 FUNDS
9.01. In the event that the Fund establishes one or more series or
classes of Shares in addition to the existing series or classes with respect to
which it desires to have NYLIM SC render services as transfer agent under the
terms hereof, it shall so notify NYLIM SC in writing, and unless NYLIM SC
objects in writing to providing such services, the term "Fund" hereunder, unless
the context otherwise requires, shall be deemed to include such series of
Shares.
ARTICLE 10 ASSIGNMENT
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. NYLIM SC, may, at its own expense and without further consent
on the part of the Fund, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is
duly registered as a transfer agent or (ii) any affiliate of NYLIM SC or BFDS
provided, however, that NYLIM SC shall be as fully responsible to the Fund for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
ARTICLE 11 AMENDMENT
11.01. This Agreement may be amended or modified by a written
agreement executed by both parties.
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ARTICLE 12 MASSACHUSETTS LAW TO APPLY
12.01. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
ARTICLE 13 MERGER OF AGREEMENT
13.01. 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.
The name "The MainStay Funds" is the designation of the Trustees for
the time being under a Declaration of Trust dated January 9, 1986, as amended,
and all persons dealing with the Fund must look solely to the trust property for
the enforcement of any claims against the Fund as neither the Trustees,
officers, agents nor Shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers as of the day and year first above written.
THE MAINSTAY FUNDS
ATTEST: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------- ------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, Treasurer, and Chief Title: President and Chief
Financial and Accounting Officer Executive Officer
NYLIM SERVICE COMPANY LLC
ATTEST: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief Operating Title: President and Chief
Officer Executive Officer
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FEE SCHEDULE
EFFECTIVE JANUARY 1, 1998
AS AMENDED AND RESTATED AUGUST 1, 2002
1) MAINTENANCE AND TRANSACTION CHARGES - BILLABLE MONTHLY*
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 which close during the month.
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FUNDS ACCOUNT RATES EQUITY
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MainStay Equity Index Fund $22.19
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MainStay International Equity Fund $22.19
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MainStay Capital Appreciation Fund $22.19
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MainStay Value Fund $22.19
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MainStay Strategic Value Fund $22.19
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MainStay Blue Chip Growth Fund $22.19
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MainStay Research Value Fund $22.19
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MainStay Growth Opportunities Fund $22.19
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MainStay Equity Income Fund $22.19
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MainStay Small Cap Value Fund $22.19
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MainStay Small Cap Growth Fund $22.19
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MainStay MAP Fund $22.19
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MainStay Mid Cap Growth Fund $22.19
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MainStay Select 20 Equity Fund $22.19
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MainStay U.S. Large Cap Equity Fund $22.19
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FIXED INCOME
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MainStay Convertible Fund $25.98
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MainStay High Yield Corporate Bond Fund $25.98
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MainStay Government Fund $25.98
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MainStay Tax-Free Bond Fund $25.98
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MainStay Total Return Fund $25.98
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MainStay International Bond $25.98
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MainStay Strategic Income Fund $25.98
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MainStay Global High Yield Fund $25.98
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MONEY MARKET
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MainStay Money Market Fund $30.86
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The fees and charges set forth 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.
*Fund Minimum (Cusip/Class/Fund)
$1,017.91 per month per Cusip
IN WITNESS WHEREOF, The MainStay Funds and NYLIM Service Company LLC have agreed
upon this fee schedule and have caused this fee schedule to be executed in their
names and on their behalf through duly authorized officers.
THE MAINSTAY FUNDS
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
NYLIM SERVICE COMPANY LLC
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
