TRANSFER AGENCY AND SERVICE
AGREEMENT
between
THE MAINSTAY FUNDS
and
MAINSTAY SHAREHOLDER SERVICES INC.
TABLE OF CONTENTS
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Page
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ARTICLE 1 Terms of Appointment; Duties of MSS....... 1
ARTICLE 2 Fees and Expenses......................... 6
ARTICLE 3 Representations and Warranties of MSS..... 7
ARTICLE 4 Representations and Warranties of the Fund 8
ARTICLE 5 Indemnification........................... 8
ARTICLE 6 Covenants of the Fund and MSS............. 11
ARTICLE 7 Insurance................................. 13
ARTICLE 8 Termination of Agreement 13
ARTICLE 9 Additional Funds.......................... 13
ARTICLE 10 Assignment................................ 14
ARTICLE 11 Amendment................................. 14
ARTICLE 12 Massachusetts Law to Apply................ 14
ARTICLE 13 Merger of Agreement....................... 15
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 28th day of April, 1997, 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 MAINSTAY SHAREHOLDER SERVES INC., a Delaware corporation, having its
principal office and place of business at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx ("MSS").
WHEREAS, the Fund desires to appoint MSS as its named transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and MSS desires to accept such appointment effective May 1, 1997;
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 14 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 agrees as follows:
Article 1 Terms of Appointment: Duties of MSS
-----------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement,
effective May 1, 1997, the Fund hereby employs and appoints MSS to act as, and
MSS 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 MSS or as mutually agreed upon from time to time.
1.02 MSS agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and MSS, MSS 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
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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;
(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), MSS shall: (i) perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in connection
with accumulation,
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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 MSS 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 MSS for the Fund's blue
sky State registration status is limited to the reporting of transactions as
described above.
(c) Additionally, MSS shall:
(i) Utilize a system to identify all share transactions which involve
purchase, redemption, and repurchase orders that are processed at a time
other
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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") and the per
share NAV error is less than 1/2 of 1% of the originally computed NAV, MSS 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, MSS shall make
account adjustments 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 MSS
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 MSS and the Fund) is positive, MSS 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 MSS which shall first be applied to
permit MSS 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 MSS during such
calendar year, but not exceeding the sum
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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 paragraph. Any portion of a credit to MSS 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) MSS 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. MSS shall promptly advise the Fund if at any
time the cumulative net effect exceeds a dollar amount equivalent to 1/2 of 1%
of the originally computed per share NAV.
(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 MSS 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, MSS 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
MSS 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 MSS.
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Article 2. Fees and Expenses
-----------------
2.01 For performance by MSS pursuant to this Agreement, the Fund agrees to
pay MSS 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 MSS.
2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees
to reimburse MSS for reasonable out-of-pocket expenses or advances incurred by
MSS for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by MSS at the request or with the consent of the Fund,
will be reimbursed by the Fund.
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 MSS
-------------------------------------
MSS represents and warrants to the Fund that:
3.01 It is a corporation 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 by-laws
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.
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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 MSS 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 MSS when such registration statement shall have
been amended to include additional series of the Fund and shall notify MSS 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 MSS shall not be responsible for, and the Fund shall indemnify and
hold MSS 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 MSS 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 MSS or its agents or subcontractors of
information, records and documents which (i) are received by MSS 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
MSS or its agents ) on behalf of the Fund.
(d) The reliance on or the carrying out by MSS or its agents or
subcontractors of any written instructions or requests of reasonably believed by
MSS 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 MSS' negligent or willful failure
to comply with the provisions of Section 1.02(b) of this
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Agreement unless the Fund shall have provided three days written notice to MSS
not to accept purchases in any state.
5.02 MSS shall indemnify and hold the Fund harmless from any losses,
damages, costs or expenses that arise out of MSS' refusal or failure to comply
with the terms of this Agreement, or which arise out of MSS' negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of MSS hereunder or which arise out of such refusal or failure,
negligence or willful misconduct or breach by MSS' agents or subcontractors.
5.03 At any time MSS 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 MSS under this
Agreement, and MSS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. MSS, 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 MSS 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. MSS, 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
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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, MSS shall not be excused from liability in
the event any telecommunications, power or equipment (of MSS, 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 MSS
-----------------------------
6.01 The Fund shall promptly furnish to MSS the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of MSS 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.
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6.02 MSS hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates,
check forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices.
6.03 MSS 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, MSS agrees
that all such records, and those records that the Fund and MSS 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 MSS has maintained such a record only in paper form.
6.04 MSS 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, MSS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
instruction. MSS 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 MSS 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
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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 MSS 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 MSS is not
responsible for the Fund's compliance with such laws and regulations. If the
Fund advises MSS that a procedure of MSS 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, MSS shall use its best efforts to develop an
alternative procedure which does not have such effect.
Article 7. Insurance
---------
7.01 MSS 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, MSS or other insured party which would
otherwise be a covered claim in the absence of any provision of this Agreement.
7.02 MSS 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. MSS shall notify the Trust of any material claims against it with
respect to services performed under this
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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 MSS 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, MSS 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 MSS render services as transfer agent under the terms hereof, it
shall so notify MSS in writing, and unless MSS 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.
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10.03 MSS, 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 MSS or BFDS
provided, however, that MSS 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.
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.
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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
BY:_____________________________________
President
ATTEST:
______________________________
Secretary
MAINSTAY SHAREHOLDER SERVICES INC.
BY:_____________________________________
President
ATTEST:
______________________________
Secretary
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FEE SCHEDULE
------------
1) MAINTENANCE AND TRANSACTION CHARGES - BILLABLE MONTHLY
A) Per Account Annual Fee
----------------------
The following funds will be billed at a rate of 1 1/2 of the 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.
FUNDS ACCOUNT RATES
----- -------------
MainStay Capital Appreciate Fund $6.00
MainStay Value Fund $7.00
MainStay Convertible Fund $7.00
MainStay High Yield Corporate Bond Fund $9.00
MainStay Government Fund $9.00
MainStay Tax-Free Bond Fund $9.00
MainStay Money Market Fund $11.00
MainStay Equuity Index Fund $7.25
MainStay Total Return Fund $7.00
MainStay California Tax-Free Fund $9.00
MainStay New York Tax-Free Fund $9.00
MainStay International Bond Fund $9.00
MainStay International Equity Fund $7.00
MainStay Strategic Income Fund $9.00
B) Transaction Fees:
-----------------
1) Transaction Activity
--------------------
$0.67 per account - automated purchase transactions
$1.23 per accoutn - non-automated transactions
2) ACH Transactions/Checkwriting
-----------------------------
$0.50 for each ACH transaction
$1.00 for each checkwriting item
3) Telephone Calls
---------------
$2.15 per account
4) Fund Minimum (Cusip/Class/Fund)
-------------------------------
$1,000 per month per cusip
5) Written Transfer, New Account, Maintenance, Correspondence, Exchange
--------------------------------------------------------------------
$1.10 per account
2) OUT-OF-POCKET
A) Out-of-pocket
-------------
Out-of-pocket expenses include but are not limited to:
Confirmation production, postage, forms, telephone, microfilm,
microfiche and expenses incurred at the specific direction of the fund.
Postage for mass mailings is due seven days in advance of the mailing
date.
IN WITNESS WHEREOF, The MainStay Funds and MainStay Shareholder Services, Inc.
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 MAINSTAY SHAREHOLDER SERVICES, INC.
NAME:___________________________ NAME:_______________________________
TITLE:__________________________ TITLE:______________________________
DATE:___________________________ DATE:_______________________________
