<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1999
File No. 33-2610
File No. 811-4550
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 51 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 53 [X]
THE MAINSTAY FUNDS
------------------
(Exact Name of Registrant as Specified in Charter)
51 Madison Avenue
New York, New York 10010
------------------------------------------
(Address of Principal Executive Offices)
(212) 576-5773
---------------------------------
(Registrant's Telephone Number, including Area Code)
with a copy to:
Sara L. Badler, Esq. Jeffrey L. Steele, Esq.
The MainStay Funds Dechert Price & Rhoads
51 Madison Avenue 1775 Eye Street, N.W.
New York, New York 10010 Washington, DC 20006
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
<TABLE>
<S> <C>
[ ] Immediately upon filing pursuant to [X] on May 1, 1999 pursuant to paragraph
paragraph (b), or (b), or
[ ] 60 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(1), or (a)(1), or
[ ] 75 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(2), or (a)(2), of Rule 485.
</TABLE>
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<PAGE> 2
PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION RELATING TO
THE MAINSTAY FUNDS
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
<TABLE>
<CAPTION>
Item Number in Part A Prospectus Caption
- --------------------- ------------------
<S> <C>
1 Front Cover Page; Back Cover Page
2 Investment Objectives, Strategies
and Risks: An Overview
3 Investment Objectives, Strategies
and Risks: An Overview
4 Investment Objectives, Strategies
and Risks: An Overview
5 See Annual Reports
6 Know With Whom You're Investing
7 Sales Charges and Distribution Fees;
Account Policies: Buying, Selling
and Exchanging Shares; Decide How to
Receive Your Earnings; Understand
the Tax Consequences
8 Sales Charges and Distributions Fees
9 Financial Highlights
</TABLE>
C-2
<PAGE> 3
<TABLE>
<CAPTION>
Item Number in Part B Statement of Additional
- --------------------- -----------------------
Information Caption
-------------------
<S> <C>
10 Cover Page and Table of Contents
11 Organization and Capitalization
12 The MainStay Funds; Additional
Information About Certain Funds;
Investment Practices and
Instruments Common to Multiple
Funds
13 Trustees and Officers
14 Other Information
15 The Manager, the Sub-Advisers and
the Distributor
16 Portfolio Transactions and
Brokerages
17 Organization and Capitalization
18 Net Asset Value; Shareholder
Investment Account; Purchases,
Redemption, Exchange and
Repurchase
19 Tax Status
20 The Manager, the Sub-Advisers and
the Distributor
21 Calculation of Performance;
Quotations; Tax Status
22 Financial Statements
</TABLE>
C-3
<PAGE> 4
The
MainStay
Funds
PROSPECTUS
May 1, 1999
SMALL CAP GROWTH FUND
SMALL CAP VALUE FUND
INTERNATIONAL EQUITY FUND
CAPITAL APPRECIATION FUND
BLUE CHIP GROWTH FUND
EQUITY INDEX FUND
GROWTH OPPORTUNITIES FUND
EQUITY INCOME FUND
MAP EQUITY FUND
RESEARCH VALUE FUND
VALUE FUND
STRATEGIC VALUE FUND
CONVERTIBLE FUND
TOTAL RETURN FUND
GLOBAL HIGH YIELD FUND
INTERNATIONAL BOND FUND
HIGH YIELD CORPORATE BOND FUND
STRATEGIC INCOME FUND
GOVERNMENT FUND
MONEY MARKET FUND
CALIFORNIA TAX FREE FUND
NEW YORK TAX FREE FUND
TAX FREE BOND FUND
[MAINSTAY LOGO]
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 5
What's Inside?
<TABLE>
<C> <S>
3 Investment Objectives, Principal Investment Strategies and
Principal Risks:
An Overview
AGGRESSIVE GROWTH
6 Small Cap Growth Fund
10 Small Cap Value Fund
GROWTH
14 International Equity Fund
18 Capital Appreciation Fund
22 Blue Chip Growth Fund
28 Equity Index Fund
GROWTH & INCOME
30 Growth Opportunities Fund
34 Equity Income Fund
38 MAP Equity Fund
42 Research Value Fund
46 Value Fund
50 Strategic Value Fund
54 Convertible Fund
58 Total Return Fund
INCOME
62 Global High Yield Fund
66 International Bond Fund
70 High Yield Corporate Bond Fund
74 Strategic Income Fund
78 Government Fund
82 Money Market Fund
TAX-FREE INCOME
86 California Tax Free Fund
90 New York Tax Free Fund
94 Tax Free Bond Fund
98 More About Principal Investment Strategies and Principal
Risks
106 Shareholder Guide
120 Know With Whom You're Investing
130 Financial Highlights
Appendix A: Taxable Equivalent Yield Table
</TABLE>
<PAGE> 6
MAP EQUITY FUND
SUPPLEMENT DATED MAY 1, 1999
TO THE PROSPECTUS DATED MAY 1, 1999
Shares of the MAP Equity Fund are not currently available for purchase. The MAP
Equity Fund will be available for purchase on or about June 9, 1999.
<PAGE> 7
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<PAGE> 8
Investment Objectives,
Principal Investment Strategies and Principal Risks:
An Overview
This prospectus discusses twenty-three mutual funds (the "Funds") which invest
for varying combinations of income and capital appreciation. Each of the Funds
is managed by MainStay Management Inc. and has a Subadviser that is responsible
for the day to day portfolio management of the Fund. Each of the Funds pursues
somewhat different strategies to achieve its objective, but all of the Equity
Funds invest, under normal market conditions, primarily in equity securities and
all of the Fixed Income Funds invest, under normal market conditions, primarily
in debt or fixed income securities. In times of unusual or adverse conditions,
for temporary defensive purposes, each Fund may invest outside the scope of its
principal investment focus.
Both governments and companies may raise needed cash by issuing or selling debt
securities to investors. Debt securities may be bought directly from those
governments and companies or in the secondary trading markets. There are many
different types of debt securities, including:
- - bonds
- - notes
- - debentures and others
Some debt securities pay fixed rates of return; others pay variable rates.
Interest may be paid at different intervals. Some debt securities do not make
regular interest payments, but instead are initially sold at a discount to the
principal amount to be paid at maturity.
The amount of interest paid is subject to many variables, including:
- - creditworthiness of the issuer
- - length of time to maturity of the security
- - market factors
- - the nature of the debt instrument
Publicly held corporations may raise needed cash by issuing or selling equity
securities to investors. When you buy stock in a corporation you become part
owner. Equity securities may be bought through principal
3
<PAGE> 9
stock exchanges, such as the New York Stock Exchange or the American Stock
Exchange, or in the over-the-counter market. There are many different types of
equity securities, including stocks, convertible securities, American Depositary
Receipts and others. Investors buy equity securities to make money through
dividend payments and/or selling them for more than they paid.
NOT INSURED
An investment in the Funds is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Money Market Fund seeks to preserve the value of your
investment at $1.00 per share, you could lose money by investing in the Fund.
YOU COULD LOSE MONEY
Before considering one or more investments, you should understand that you could
lose money.
NAV WILL FLUCTUATE
The value of Fund shares, also known as the net asset value (NAV) fluctuates
based on the value of the Fund's holdings. Securities values change. Investment
in common stocks and other equity securities is particularly subject to the
risks of changing economic, stock market, industry and company conditions and
the risks inherent in management's ability to anticipate such changes that can
adversely affect the value of a Fund's holdings. In the case of debt securities,
security values usually change when interest rates change. Generally when
interest rates go up, the value of a debt security goes down and when interest
rates go down, the value of a debt security goes up. Other factors that can
affect security values and Fund share prices are changes in:
- - company or industry conditions
- - how the market views the creditworthiness of an issuer
- - economic or market conditions
- - relative values of currencies and changes in the average maturity of a Fund's
investments.
MORE INFORMATION
The next section of this prospectus gives you more detailed information about
the investment objectives, policies, strategies, risks, performance and expenses
of each of the Funds offered in this prospectus. Please review it carefully.
4
<PAGE> 10
[This page intentionally left blank]
5
<PAGE> 11
MainStay Small Cap
Growth Fund
The Small Cap Growth Fund's investment objective is to seek long-term capital
appreciation by investing primarily in securities of small-cap companies.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in common stocks,
preferred stocks, warrants and other equity securities of companies with market
capitalizations generally between $100 million and $1.5 billion. MacKay-Shields
Financial Corporation, the Fund's Subadviser, selects investments according to
the economic environment and the attractiveness of particular markets and the
financial condition and competitiveness of individual companies.
INVESTMENT PROCESS
The Subadviser looks for securities of companies with the following
characteristics:
- - above average revenue and earnings per share growth
- - participation in growing markets
- - potential for positive earnings surprises
- - strong management ideally with high insider ownership
The Fund also invests in the securities of companies that are deemed by the
Subadviser to be attractive due to special factors, such as
- - new management
- - new products
- - changes in consumer demand
- - changes in the economy
6
<PAGE> 12
SMALL CAP GROWTH FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings.
In comparison to stocks of companies with larger capitalizations, stocks of
small-capitalization companies may have:
- - more price volatility
- - greater spreads between their bid and ask prices
- - significantly lower trading volumes
- - cyclical, static or moderate growth prospects
Small-capitalization companies may be more vulnerable to adverse business or
market developments than large-capitalization companies.
The principal risk of growth stocks is that investors expect growth companies to
increase their earnings at a certain rate that is generally higher than the rate
expected for nongrowth companies. If these expectations are not met, the market
price of the stock may decline significantly, even if earnings show an absolute
increase. Growth company stocks also typically lack the dividend yield that can
cushion stock prices in market downturns.
7
<PAGE> 13
SMALL CAP GROWTH FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 1.38% 1.38% 1.38%
Total Annual Fund Operating Expenses 2.63% 3.38% 3.38%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 801 $ 341 $ 841 $ 341 $ 441
3 years $1,322 $1,039 $1,339 $1,039 $1,039
5 years $1,868 $1,760 $1,960 $1,760 $1,760
10 years $3,351 $3,493 $3,493 $3,667 $3,667
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
8
<PAGE> 14
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9
<PAGE> 15
MainStay Small Cap
Value Fund
The Small Cap Value Fund's investment objective is to seek long-term capital
appreciation by investing primarily in securities of small-cap companies.
- ---------------------------
[start side-bar] The Board of Trustees reserves the right to close the Fund to
new investors at its discretion when the Fund's assets reach $250 million or
at such other time as it deems appropriate.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in common stocks and
securities convertible into common stocks of companies with market
capitalizations at the time of purchase within the capitalization spectrum
defined by the Russell 2000 stock index. In addition, the Fund has adopted a
nonfundamental policy whereby it will invest at least 80% of its net assets in
such securities.
INVESTMENT PROCESS
Dalton, Greiner, Hartman, Maher & Co., the Fund's Subadviser, uses a proprietary
"value" method in managing the Fund's assets. In its securities selection
process, the Subadviser focuses on securities that it believes are undervalued
and have positive and/or improving fundamentals. The Subadviser uses a
proprietary valuation model and fundamental security analysis, including direct
company contact, to select investments for the Fund.
10
<PAGE> 16
SMALL CAP VALUE FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings.
In comparison to stocks of companies with larger capitalizations, stocks of
small-capitalization companies may have:
- - more price volatility
- - greater spreads between their bid and ask prices
- - significantly lower trading volumes
- - cyclical, static or moderate growth prospects
Small-capitalization companies may be more vulnerable to adverse business or
market developments than large-capitalization companies.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions and therefore the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
11
<PAGE> 17
SMALL CAP VALUE FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 1.89% 1.89% 1.89%
Total Annual Fund Operating Expenses(3) 3.14% 3.89% 3.89%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 849 $ 391 $ 891 $ 391 $ 491
3 years $1,465 $1,187 $1,487 $1,187 $1,187
5 years $2,104 $2,000 $2,200 $2,000 $2,000
10 years $3,808 $3,947 $3,947 $4,113 $4,113
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
(3) Effective January 1, 1999, the Manager has agreed to limit total annual fund
operating expenses to 1.90% for Class A shares and 2.65% for Class B and
Class C shares. This limitation may be discontinued at any time without
notice.
12
<PAGE> 18
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13
<PAGE> 19
MainStay International
Equity Fund
The International Equity Fund's investment objective is to provide long-term
growth of capital commensurate with an acceptable level of risk by investing in
a portfolio consisting primarily of non-U.S. equity securities. Current income
is a secondary objective.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in equity securities
of issuers, wherever organized, who do business mainly outside the United
States. Investments will be made in a variety of countries, with a minimum of
five countries other than the United States. This includes countries with
established economies as well as emerging market countries that MacKay-Shields
Financial Corporation, the Fund's Subadviser, believes present favorable
opportunities.
INVESTMENT PROCESS
In pursuing the Fund's investment strategy, the Fund's Subadviser seeks to
identify investment opportunities by beginning with country selection. Local
currencies are then assessed for upside potential and downside risk. Finally,
individual securities are evaluated based on the financial condition and
competitiveness of individual companies. In making investments in foreign
markets, the Subadviser considers several factors, including:
- - prospects for currency exchange
- - interest rates
- - inflation
- - relative economic growth
- - governmental policies
As part of its investment strategy, the Fund may buy and sell currency on a spot
basis and enter into foreign currency forward contracts for hedging purposes or
to increase the Fund's investment return. In addition, the Fund may buy foreign
currency options, securities and securities index options and enter into swap
agreements and futures contracts and related options. These techniques may be
used for any legally permissible purpose, including to increase the Fund's
return.
14
<PAGE> 20
INTERNATIONAL EQUITY FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
which can adversely affect the value of the Fund's holdings.
Since the Fund principally invests in foreign securities, it will be subject to
various risks of loss that are different from risks of investing in securities
of U.S.-based companies. These include losses due to:
- - fluctuating currency values
- - less liquid trading markets
- - greater price volatility
- - political and economic instability
- - less publicly available information about issuers
- - changes in U.S. or foreign tax or currency laws
- - changes in monetary policy
The risks are likely to be greater in emerging market countries than in
developed market countries.
The Fund's investments include derivatives such as options, futures and
forwards. The Fund may use derivatives to try to enhance returns or reduce the
risk of loss (hedge) of certain of its holdings. Regardless of the purpose, the
Fund may lose money using derivatives. The derivatives may increase the
volatility of the Fund's net asset value and may involve a small investment of
cash relative to the magnitude of risk assumed.
15
<PAGE> 21
INTERNATIONAL EQUITY FUND
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1994-1998)
[International Equity Fund Bar Chart]
<TABLE>
<CAPTION>
94 95 96 97 98
-- -- -- -- --
<S> <C> <C> <C> <C>
- -2.30 4.27 9.05 3.78 19.34
</TABLE>
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year and the life of the Fund compare to
those of a broad-based securities market index. Performance figures for Class A
shares, first offered on January 3, 1995, include the historical performance of
Class B shares from inception (September 13, 1994) up to December 31, 1994.
Performance figures for Class C shares, first offered on September 1, 1998,
include the historical performance of Class B shares from inception up to August
31, 1998. Performance data has been adjusted to reflect actual sales loads, but
has not been adjusted to reflect differences in service and/or distribution
fees. Performance data for the classes after these dates vary based on
differences in their fee and expense structures. Sales loads are not reflected
in the bar chart or in the best and worst quarterly returns. If they were,
returns would be less than those shown. Sales loads are reflected in the average
annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1994-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 19.23% 4/98
Lowest return/worst quarter -13.82% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR LIFE OF FUND
<S> <C> <C>
International Equity Fund
Class A 13.56% 7.04%
Class B 14.34% 7.33%
Class C 18.34% 7.70%
Morgan Stanley Capital International EAFE Index* 20.00% 8.70%
</TABLE>
* The Morgan Stanley Capital International Europe, Australia, Far East
Index--the EAFE Index--is an unmanaged, capitalization-weighted index
containing approximately 1,200 equity securities of companies located outside
the U.S.
16
<PAGE> 22
INTERNATIONAL EQUITY FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 0.76% 0.76% 0.76%
Total Annual Fund Operating Expenses 2.01% 2.76% 2.76%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 743 $ 279 $ 779 $ 279 $ 379
3 years $1,146 $ 856 $1,156 $ 856 $ 856
5 years $1,573 $1,459 $1,659 $1,459 $1,459
10 years $2,759 $2,907 $2,907 $3,090 $3,090
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
17
<PAGE> 23
MainStay Capital
Appreciation Fund
The Capital Appreciation Fund's investment objective is to seek long-term growth
of capital. Dividend income, if any, is an incidental consideration.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests in securities of companies with investment
characteristics such as:
- - participation in expanding product or service markets
- - increasing unit sales volume
- - increasing return on investment
- - growth in revenues and earnings per share superior to that of the average of
common stocks comprising indexes such as Standard & Poor's 500 Composite Price
Index
INVESTMENT PROCESS
The Fund maintains a flexible approach towards investing in various types of
companies as well as types of securities, including common stocks, preferred
stocks, warrants and other equity securities, depending upon the economic
environment and the relative attractiveness of the various securities markets.
As a result, the Fund may invest in any other securities which, in the judgment
of MacKay-Shields Financial Corporation, the Fund's Subadviser, are ready for a
rise in price, or are expected to undergo an acceleration in growth of earnings.
The latter could occur because of special factors, such as:
- - new management
- - new products
- - changes in consumer demand
- - changes in the economy
18
<PAGE> 24
CAPITAL APPRECIATION FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings. Opportunities for
greater gain often come with greater risk of loss. Some of the securities,
therefore, may carry above-average risk, compared to common stock indexes, such
as the Dow Jones Industrial Average and the S&P 500 Index.
The principal risk of growth stocks is that investors expect growth companies to
increase their earnings at a certain rate that is generally higher than the rate
expected for nongrowth companies. If these expectations are not met, the market
price of the stock may decline significantly, even if earnings showed an
absolute increase. Growth company stocks also typically lack the dividend yield
that can cushion stock prices in market downturns.
19
<PAGE> 25
CAPITAL APPRECIATION FUND
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
[Capital Appreciation Fund Bar Chart]
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
26.06 4.12 68.36 11.00 14.01 -1.52 35.11 18.56 23.45 38.15
</TABLE>
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 26.88% 4/98
Lowest return/worst quarter -12.49% 3/90
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Capital Appreciation Fund
Class A 31.59% 21.08% 21.95%
Class B 33.15% 21.71% 22.36%
Class C 37.15% 21.89% 22.36%
S&P 500 Index* 28.58% 24.06% 19.21%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gain distributions.
20
<PAGE> 26
CAPITAL APPRECIATION FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.72% 0.72% 0.72%
Distribution and/or Service (12b-1) Fees(3) 0.25% 1.00% 1.00%
Other Expenses 0.26% 0.26% 0.26%
Total Annual Fund Operating Expenses(2) 1.23% 1.98% 1.98%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 668 $ 201 $ 701 $ 201 $ 301
3 years $ 919 $ 621 $ 921 $ 621 $ 621
5 years $1,188 $1,068 $1,268 $1,068 $1,068
10 years $1,957 $2,110 $2,110 $2,306 $2,306
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily established fee breakpoints for the Fund as
follows: .65% on assets in excess of $200 million and .50% on assets in
excess of $500 million. As a result, for the fiscal year ended December 31,
1998, the management fee was 0.53% and total annual fund operating expenses
were 1.04% for Class A shares and 1.79% for Class B and C shares. These fee
breakpoints may be discontinued at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
21
<PAGE> 27
MainStay Blue Chip
Growth Fund
The Blue Chip Growth Fund's investment objective is to seek capital appreciation
by investing primarily in securities of large-capitalization companies. Current
income is a secondary investment objective.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its total assets in common stocks and
other securities having equity characteristics issued by Blue Chip companies,
such as
- - convertible debt
- - convertible preferred securities
- - preferred stocks
- - warrants
- - rights
Blue Chip companies are defined as those
- - possessing leading market characteristics and certain financial
characteristics
- - having market capitalizations greater than $2 billion and revenues greater
than $500 million
Market leaders generally have superior growth prospects and leading sales within
an industry and have the potential to bring about change within an industry.
Blue Chip companies also generally have faster earnings growth, higher profit
margins, or strong cash flow relative to their competitors.
INVESTMENT PROCESS
The Fund invests in companies judged by Gabelli Asset Management Company, the
Fund's Subadviser, to have superior earnings per share growth prospects and
above-average or expanding market shares, profit margins and returns on equity.
The Subadviser chooses securities for the Fund using fundamental securities
analysis to develop company earnings forecasts, selecting those securities that
it perceives to be undervalued or to otherwise have growth potential.
22
<PAGE> 28
BLUE CHIP GROWTH FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings. The total return for
a convertible security will be partly dependent upon the performance of the
underlying common stock into which it can be converted.
The principal risk of growth stocks is that investors expect growth companies to
increase their earnings at a certain rate that is generally higher than the rate
expected for nongrowth companies. If these expectations are not met, the market
price of the stock may decline significantly, even if earnings show an absolute
increase. Growth company stocks also typically lack the dividend yield that can
cushion stock prices in market downturns.
23
<PAGE> 29
BLUE CHIP GROWTH FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 1.09% 1.09% 1.09%
Total Annual Fund Operating Expenses 2.34% 3.09% 3.09%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 774 $ 312 $ 812 $ 312 $ 412
3 years $1,240 $ 954 $1,254 $ 954 $ 954
5 years $1,732 $1,620 $1,820 $1,620 $1,620
10 years $3,079 $3,224 $3,224 $3,402 $3,402
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
24
<PAGE> 30
[This page intentionally left blank]
25
<PAGE> 31
MainStay Equity
Index Fund
The Equity Index Fund's investment objective is to seek to provide investment
results that correspond to the total return performance (and reflect
reinvestment of dividends) of publicly traded common stocks represented by the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index" or the
"Index").
- ---------------------------
[start side-bar] "Standard & Poor's 500" and "S&P 500" are trademarks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Monitor Capital
Advisors, Inc. Standard & Poor's does not sponsor, endorse, sell or promote the
Fund or represent the advisability of investing in the Fund. The S&P 500 is an
unmanaged index and is considered to be generally representative of the U.S.
stock market. Typically, companies included in the S&P 500 index are the
largest and most dominant firms in their respective industries.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its net assets in stocks in the S&P
500 Index in the same proportion, to the extent feasible, as they are
represented in the S&P 500 Index.
INVESTMENT PROCESS
Unlike other funds, which generally seek to beat market averages, index funds
seek to match their respective indices. No attempt is made to manage the
portfolio in the traditional sense using economic, financial and market
analysis. Monitor Capital Advisors, Inc., the Fund's Subadviser, uses
statistical techniques to determine which stocks are to be purchased or sold to
replicate the S&P 500 Index to the extent feasible. From time to time,
adjustments may be made in the Fund's portfolio because of changes in the
composition of the S&P 500 Index.
The correlation between the performance of the Fund and the S&P 500 Index is
expected to be at least 0.95. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the net asset value of the Fund,
including the value of its dividend and capital gains distributions, increases
or decreases in exact proportion to changes in the S&P 500 Index.
The Fund's investments also include S&P 500 Index futures which are used for
cash management purposes.
26
<PAGE> 32
EQUITY INDEX FUND
- ---------------------------
[start side-bar]INDEX FUNDS seek to match their respective indices, unlike
other funds that generally seek to beat an index or indices. No attempt is made
to manage the portfolio in the traditional sense using economic, financial and
market analysis.[end side-bar]
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings. If the value of the
S&P 500 Index declines, the net asset value of shares of the Fund will also
decline. The Fund's ability to mirror the S&P 500 Index may be affected by,
among other things:
- - transactions costs
- - changes in either the makeup of the S&P 500 Index or the number of shares
outstanding for the components of the S&P 500 Index
- - the timing and amount of contributions to, and redemptions from, the Fund by
shareholders
Consistent with its principal investment strategies, the Fund's investments
include S&P 500 Index futures which are a type of derivative. The Fund may lose
money using derivatives. The use of derivatives may increase the volatility of
the Fund's net asset value and may involve a small investment of cash relative
to the magnitude of risk assumed.
GUARANTEE
This Fund comes with an unconditional guarantee from NYLIFE, Inc. that, ten
years from your date of purchase, the net asset value of a unit (equal to the
NAV of a Fund share when purchased, plus the value of all cumulative reinvested
dividends and distributions attributable to such share paid during the ten-year
period) will not be less than the price you paid for the Fund share.
27
<PAGE> 33
EQUITY INDEX FUND
[Equity Index Fund Bar Chart]
<TABLE>
<CAPTION>
91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- --
<S> <S> <C> <C> <C> <C> <C> <C>
28.01 6.19 9.01 0.50 35.91 22.04 32.26 27.69
</TABLE>
ANNUAL RETURNS, CLASS A SHARES
(by calendar year 1991-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year, five years and the life of the Fund
compare to those of a broad-based securities market index. Sales loads are not
reflected in the bar chart or in the best and worst quarterly returns. If they
were, returns would be less than those shown. Sales loads are reflected in the
average annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS
(1991-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 21.22% 4/98
Lowest return/worst quarter -10.06% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF FUND
<S> <C> <C> <C>
Equity Index Fund
Class A 23.86% 22.25% 19.02%
S&P 500 Index* 28.58% 24.06% 20.76%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gain distributions.
28
<PAGE> 34
EQUITY INDEX FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) 3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None
Exchange Fee *
Maximum Account Fee **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.50%
Distribution and/or Service (12b-1) Fees(2) 0.25%
Other Expenses 0.24%
Total Annual Fund Operating Expenses 0.99%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
Expenses after CLASS A
<S> <C>
1 year $ 398
3 years $ 606
5 years $ 831
10 years $1,477
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
29
<PAGE> 35
MAINSTAY GROWTH
OPPORTUNITIES FUND
The Growth Opportunities Fund's investment objective is to seek long term growth
of capital, with income as a secondary consideration.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in common stocks and
other equity-related securities of well-established, well-managed companies that
appear to have better than average potential for capital appreciation and have
large-to mid-cap market capitalizations.
INVESTMENT PROCESS
- - Madison Square Advisors, Inc., the Fund's Subadviser, will seek to identify
companies which are considered to represent good value based on historical
investment standards, including price/book value ratios and price/earnings
ratios.
- - The Fund is managed with a growth/value orientation that is determined by
market conditions.
- - The Subadviser uses a "top-down" approach that assesses the macroeconomic
environment to determine sector weightings.
30
<PAGE> 36
GROWTH OPPORTUNITIES FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings.
The principal risk of growth stocks is that investors expect growth companies to
increase their earnings at a certain rate that is generally higher than the rate
expected for nongrowth companies. If these expectations are not met, the market
price of the stock may decline significantly, even if earnings show an absolute
increase. Growth company stocks also typically lack the dividend yield that can
cushion stock prices in market downturns. The principal risk of investing in
value stocks is that they may never reach what the Subadviser believes is their
full value or that they may even go down in value.
31
<PAGE> 37
GROWTH OPPORTUNITIES FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 1.58% 1.58% 1.58%
Total Annual Fund Operating Expenses(3) 2.53% 3.28% 3.28%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 792 $ 331 $ 831 $ 331 $ 431
3 years $1,294 $1,010 $1,310 $1,010 $1,010
5 years $1,821 $1,712 $1,912 $1,712 $1,712
10 years $3,258 $3,401 $3,401 $3,576 $3,576
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
(3) Effective January 1, 1999, the Manager has voluntarily agreed to limit total
annual fund operating expenses to 1.65% for Class A shares and 2.40% for Class B
and Class C shares. This limitation may be discontinued at any time without
notice.
32
<PAGE> 38
[This page intentionally left blank]
33
<PAGE> 39
MAINSTAY EQUITY
INCOME FUND
The Equity Income Fund's investment objective is to realize maximum long-term
return from a combination of capital appreciation and income.
- ---------------------------
[start side-bar]REITS are pooled investment vehicles that invest primarily in
either real estate or real estate-related loans. The value of a REIT is
affected by changes in the values of the properties owned by the REIT or
securing mortgages held by the REIT. REITs are dependent upon cash flow from
their investments to repay financing costs.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund takes a flexible approach, emphasizing investments in common stocks and
other equity income producing securities, including preferred stocks and
securities (including debt securities) that are convertible into common or
preferred stocks. The Fund normally invests at least 65% of its total assets in
equity income-producing securities that:
- - MacKay-Shields Financial Corporation, the Fund's Subadviser, believes are
undervalued when purchased
- - pay cash dividends
- - are listed on a national securities exchange or traded in the over-the-
counter market
The Fund also may invest up to 35% of its total assets in equity securities that
do not pay regular dividends, debt securities, U.S. government securities and
cash or cash equivalents. The Fund also invests in convertible securities and
REITS (real estate investment trusts).
INVESTMENT PROCESS
The Subadviser seeks to identify investment opportunities based on the financial
condition and competitiveness of individual companies. The Subadviser will seek
to invest primarily in equities that pay dividends and are deemed to be
undervalued based on a number of factors, including:
- - relative valuation
- - prospects for future earnings growth
- - ability to grow dividends
- - corporate management
34
<PAGE> 40
EQUITY INCOME FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
which can adversely affect the value of the Fund's holdings. The total return
for a convertible security will be partly dependent upon the performance of the
underlying common stock into which it can be converted.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions. Therefore, the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
35
<PAGE> 41
EQUITY INCOME FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 2.16% 2.16% 2.16%
Total Annual Fund Operating Expenses(3) 3.11% 3.86% 3.86%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 847 $ 388 $ 888 $ 388 $ 488
3 years $1,457 $1,178 $1,478 $1,178 $1,178
5 years $2,091 $1,986 $2,186 $1,986 $1,986
10 years $3,782 $3,921 $3,921 $4,087 $4,087
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
(3) Effective January 1, 1999, the Manager has agreed to limit total annual fund
operating expenses to 1.65% for Class A shares and 2.40% for Class B and
Class C shares. This limitation may be discontinued at any time without
notice.
36
<PAGE> 42
[This page intentionally left blank]
37
<PAGE> 43
MAINSTAY MAP
EQUITY FUND
The MAP Equity Fund's investment objective is to seek long-term appreciation of
capital. The Fund also seeks to earn income, but this is a secondary objective.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in equity-type
securities, including common stocks, as well as securities convertible into, or
exchangeable for, common stocks. The Fund primarily invests in the securities of
domestic issuers.
INVESTMENT PROCESS
In pursuing the Fund's investment objective, Markston International, LLC, the
Fund's Subadviser, seeks to identify securities that are out of favor but where
a catalyst exists for turning such securities into investments that the
Subadviser believes will have improved performance (i.e., value opportunities).
Factors examined by the Subadviser to indicate value include: statistical
indications, such as low multiples of book value or cash flow, and more
fundamental factors, such as industry consolidations. The Subadviser also places
emphasis on the presence of a catalyst that may unlock a company's potential,
such as management changes, restructurings and sales of underperforming assets.
In selecting securities for investment, the Subadviser also assesses the
judgment, quality and integrity of company management and the track record of
product development.
Although under normal circumstances the Fund intends to hold its securities for
a relatively long period of time, the Subadviser may sell investments when it
believes the opportunity for current profits or the risk of market decline
outweighs the prospect of capital gains. Certain securities may be acquired from
time to time in an effort to earn short-term profits.
38
<PAGE> 44
MAP EQUITY FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions,
which can adversely affect the value of the Fund's holdings. The total return
for a convertible security will be partly dependent upon the performance of the
underlying common stock into which it can be converted.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions and therefore the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
39
<PAGE> 45
MAP EQUITY FUND
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28.18 -5.09 27.69 10.53 8.67 2.76 32.50 23.82 27.99 24.23
</TABLE>
ANNUAL RETURNS, ALL CLASSES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. The Fund commenced operations in 1970 as
the Mutual Benefit Fund. It was renamed MAP-Equity Fund on May 1, 1995. Pursuant
to an Agreement and Plan of Reorganization, the MAP-Equity Fund was reorganized
as the MainStay MAP Equity Fund. The performance figures shown reflect the
performance of the MAP-Equity Fund for the periods ended December 31, 1998. The
performance of the Fund's Class A, Class B and Class C shares is expected to
vary based on differences in their fees and expense structures. Performance data
has been adjusted to reflect actual sales loads, but has not been adjusted to
reflect differences in service and/or distribution fees. Sales loads are not
reflected in the bar chart or in the best and worst quarterly returns. If they
were, returns would be less than those shown. Sales loads are reflected in the
average annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, ALL CLASSES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 18.48% 4/98
Lowest return/worst quarter -14.53% 3/90
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
MAP Equity Fund
Class A 17.40% 20.43% 16.80%
Class B 19.23% 21.62% 17.47%
Class C 23.23% 21.80% 17.47%
S&P 500 Index* 28.58% 24.06% 19.21%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gains distributions.
40
<PAGE> 46
MAP EQUITY FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.75% 0.75% 0.75%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses(3) 0.37% 0.37% 0.37%
Total Annual Fund Operating Expenses(4) 1.37% 2.12% 2.12%
Fee Waiver 0.12% 0.12% 0.12%
Net Expense 1.25% 2.00% 2.00%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeem all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. There is no sales charge (load) on
reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 670 $ 203 $ 703 $ 203 $ 303
3 years $ 937 $ 640 $ 940 $ 640 $ 640
5 years $1,237 $1,118 $1,318 $1,118 $1,118
10 years $2,092 $2,246 $2,246 $2,442 $2,442
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Fund are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge
of 1.00% will be imposed on redemptions of Class A shares that were part of
a purchase of $1 million or more, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
(3) Estimated.
(4) The Manager has contractually agreed to limit total annual fund operating
expenses to 1.25% for Class A shares and 2.00% for Class B and Class C
shares for a period of two years from the date of this prospectus, after
which time the Manager may discontinue the limitation. For a two-year
period following expiration of the expense limitation, the Manager may be
entitled to reimbursement for a portion of expenses paid pursuant to the
expense limitation.
41
<PAGE> 47
MainStay Research
Value Fund
The Research Value Fund's investment objective is to seek long-term capital
appreciation by investing primarily in securities of large-capitalization
companies.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its total assets in common stocks and
other securities having equity characteristics issued by companies with market
capitalizations of greater than $2 billion. Securities with equity
characteristics include:
- - convertible debt
- - convertible preferred securities
- - preferred stocks
- - warrants and rights
The Fund's Subadviser, John A. Levin & Co., Inc., generally seeks to select
securities it believes are undervalued in relation to their intrinsic value as
indicated by the earnings and cash flow potential or the asset value of the
respective issuers. The Subadviser also considers growth and new products on a
selective basis.
INVESTMENT PROCESS
The Subadviser follows a value-oriented investment philosophy in selecting
stocks for the Fund using a research-intensive approach that considers factors
such as:
- - security prices that reflect a market valuation that is judged to be below the
estimated present or future value of the company
- - favorable earnings growth prospects
- - expected above-average return on equity and dividend yield
- - the financial condition of the issuer
- - various qualitative factors
Although payment of current dividends and income are considered by the
Subadviser, they are not primary factors in the selection of investments.
42
<PAGE> 48
RESEARCH VALUE FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
which can adversely affect the value of the Fund's holdings. The total return of
a convertible security will be partly dependent upon the performance of the
underlying common stock into which it can be converted.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions and therefore the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
43
<PAGE> 49
RESEARCH VALUE FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.85% 0.85% 0.85%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 2.05% 2.05% 2.05%
Total Annual Fund Operating Expenses(3) 3.15% 3.90% 3.90%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 850 $ 392 $ 892 $ 392 $ 492
3 years $1,468 $1,189 $1,489 $1,189 $1,189
5 years $2,109 $2,004 $2,204 $2,004 $2,004
10 years $3,817 $3,956 $3,956 $4,121 $4,121
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
(3) Effective January 1, 1999, the Manager has voluntarily agreed to limit total
annual fund operating expenses to 1.80% for Class A shares and 2.55% for
Class B and Class C shares. This limitation may be discontinued at any time
without notice.
44
<PAGE> 50
[This page intentionally left blank]
45
<PAGE> 51
MainStay Value
Fund
The Value Fund's investment objective is to realize maximum long-term total
return from a combination of capital growth and income.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in common stocks
that:
- - MacKay-Shields Financial Corporation, the Fund's Subadviser, believes are
"undervalued" (selling below their value) when purchased
- - typically pay dividends, although there may be non-dividend paying stocks if
they meet the "undervalued" criteria
- - are listed on a national securities exchange or are traded in the over-
the-counter market
INVESTMENT PROCESS
Usually, stocks deemed by the Subadviser to be at full value will be replaced
with new, "undervalued" stocks. When assessing whether a stock is undervalued,
the Subadviser considers many factors and will compare the market price to:
- - the company's "book" value;
- - estimated value of the company's assets (liquidating value);
- - cash flow; and
- - to a lesser extent will also look at trends and forecasts such as growth rates
and future earnings.
The Fund is not designed or managed primarily to produce current income.
46
<PAGE> 52
VALUE FUND
PRINCIPAL RISKS
Investment in common stocks is particularly subject to the risk of changing
economic, stock market, industry and company conditions which can adversely
affect the value of the Fund's holdings.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions and therefore the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
47
<PAGE> 53
VALUE FUND
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
- ---- ----- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21.38 -6.05 41.26 19.52 13.55 -0.22 28.01 21.11 21.29 -8.09
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 17.98% 3/91
Lowest return/worst quarter -16.56% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Value Fund
Class A -12.50% 10.79% 13.82%
Class B -12.69% 11.25% 14.19%
Class C -9.01% 11.51% 14.19%
S&P 500 Index* 28.58% 24.06% 19.21%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gain distributions.
48
<PAGE> 54
VALUE FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.56% 0.56% 0.56%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 0.28% 0.28% 0.28%
Total Annual Fund Operating Expenses 1.09% 1.84% 1.84%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 655 $ 187 $ 687 $ 187 $ 287
3 years $ 878 $ 579 $ 879 $ 579 $ 579
5 years $1,118 $ 995 $1,195 $ 995 $ 995
10 years $1,806 $1,960 $1,960 $2,159 $2,159
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
49
<PAGE> 55
MainStay Strategic
Value Fund
The Strategic Value Fund's investment objective is to seek maximum long-term
total return from a combination of common stocks, convertible securities and
high yield debt securities.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests in foreign and domestic securities in three asset
classes, limited by the following:
30% TO 80% OF NET ASSETS IN COMMON STOCKS THAT
- - MacKay-Shields Financial Corporation, the Fund's Subadviser, believes are
"undervalued" (selling below their value) when purchased
- - typically pay dividends, although there may be non-dividend-paying stocks if
they meet the "undervalued" criteria
- - are listed on a national securities exchange or are traded in the over-
the-counter market
10% TO 40% OF NET ASSETS IN CORPORATE DEBT SECURITIES THAT
- - are ordinarily in the lower rating categories of Moody's (Baa to B) and S&P
(BBB to B) or
- - are judged to be of comparable creditworthiness by the Fund's Subadviser
10% TO 40% OF NET ASSETS IN CONVERTIBLE SECURITIES, IN ANY RATING CATEGORY OR
UNRATED, such as preferred stocks, bonds, debentures, corporate notes and other
securities that can be converted into common stock or the cash value of a single
equity security or a basket or index of equity securities.
Within these limitations, the Fund may also invest up to 20% of its net assets
in securities that are rated CCC or below by Moody's or S&P or judged by the
Subadviser to be of comparable quality. Generally, foreign investments are in
the form of American Depositary Receipts.
At times, the actual allocation for each asset class may differ from the
limitations set forth above, due to market fluctuations or cash entering or
leaving the Fund. This could happen, for instance, if the Subadviser has
positioned the assets close to a minimum or maximum for one or more asset
classes, and the Fund's cash position changes because of investors buying or
selling the Fund's shares. To correct the situation, the Subadviser intends to
reallocate assets within seven days.
50
<PAGE> 56
STRATEGIC VALUE FUND
INVESTMENT PROCESS
Generally, the Subadviser seeks out undervalued securities in all asset classes.
Usually, stocks deemed to be at full value will be replaced with new,
"undervalued" stocks. When assessing whether a stock is undervalued, the
Subadviser considers many factors and will compare the market price to the
company's "book" value, estimated value of the company's assets (liquidating
value), and cash flow. To a lesser extent, the Subadviser will also look at
trends and forecasts, such as growth rates and future earnings.
PRINCIPAL RISKS
Investment in common stocks is particularly subject to the risk of changing
economic, stock market, industry and company conditions that can adversely
affect the value of the Fund's holdings. The total return for a convertible
security will be partly dependent upon the performance of the underlying common
stock into which it can be converted.
The principal risk of investing in value stocks is that they may never reach
what the Subadviser believes is their full value or that they may even go down
in value. In addition, different types of stocks tend to shift in and out of
favor depending on market and economic conditions and therefore the Fund's
performance may be lower or higher than that of funds that invest in other types
of equity securities (such as those emphasizing growth stocks).
In the case of debt securities, values change. The values of debt securities
fluctuate depending upon various factors, including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
The Fund invests in high yield debt securities (sometimes called "junk bonds")
which are generally considered speculative because they present a greater risk
of loss than higher quality debt securities. These securities pay a premium--a
high interest rate or yield--because of the increased risk of loss. These
securities can be also subject to greater price volatility.
Since the Fund invests in foreign securities, it can be subject to various risks
of loss that are different from risks of investing in securities of U.S.
companies. These include losses due to fluctuating currency values, less liquid
trading markets, greater price volatility, political and economic instability,
less publicly available information about issuers, changes in U.S. or foreign
tax or currency laws, and changes in monetary policy.
51
<PAGE> 57
STRATEGIC VALUE FUND
<TABLE>
<CAPTION>
97 98
---- ----
<S> <C>
4.04 -0.27
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1997-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year and the life of the Fund compare to
those of a broad-based securities market index. Performance figures for Class C
shares, first offered on September 1, 1998, include the historical performance
of Class B shares from inception (October 22, 1997) up to August 31, 1998.
Performance data has been adjusted to reflect actual sales loads, but has not
been adjusted to reflect differences in service and/or distribution fees.
Performance data for the classes after these dates vary based on differences in
their fee and expense structures. Sales loads are not reflected in the bar chart
or in the best and worst quarterly returns. If they were, returns would be less
than those shown. Sales loads are reflected in the average annual total returns.
As with all mutual funds, past performance is not necessarily an indication of
how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 12.66% 4/98
Lowest return/worst quarter -16.33% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR LIFE OF FUND
<S> <C> <C>
Strategic Value Fund
Class A -5.01% -0.93%
Class B -5.26% -0.20%
Class C -1.27% 3.15%
S&P 500 Index* 28.58% 26.08%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gain distributions.
52
<PAGE> 58
STRATEGIC VALUE FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.75% 0.75% 0.75%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 0.79% 0.79% 0.79%
Total Annual Fund Operating Expenses 1.79% 2.54% 2.54%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 722 $ 257 $ 757 $ 257 $ 357
3 years $1,082 $ 791 $1,091 $ 791 $ 791
5 years $1,466 $1,350 $1,550 $1,350 $1,350
10 years $2,539 $2,689 $2,689 $2,875 $2,875
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
53
<PAGE> 59
MainStay Convertible Fund
The Convertible Fund's investment objective is to seek capital appreciation
together with current income.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of the value of its total assets in
"convertible securities" such as:
- - bonds
- - debentures
- - corporate notes
- - preferred stocks or other securities
that are convertible into common stock or the cash value of a stock or a basket
or index of equity securities.
The Fund takes a flexible approach by investing in a broad range of securities
of a variety of companies and industries. The Fund invests in high yield debt
securities and may invest without restriction in securities rated BB or B by S&P
or Ba or B by Moody's. The balance of the Fund may be invested or held in:
- - nonconvertible debt
- - equity securities that do not pay regular dividends
- - U.S. Government securities
- - cash or cash equivalents
INVESTMENT PROCESS
In selecting convertible securities for purchase or sale, MacKay-Shields
Financial Corporation, the Fund's Subadviser, takes into account a variety of
investment considerations, including
- - credit risk
- - projected interest return
- - the premium for the convertible security relative to the underlying common
stock
54
<PAGE> 60
CONVERTIBLE FUND
PRINCIPAL RISKS
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
which can adversely affect the value of the Fund's holdings. The total return
for a convertible security will be partly dependent upon the performance of the
underlying common stock into which it can be converted.
In the case of debt securities, values change. The values of debt securities
fluctuate depending upon various factors, including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Principal investments include high yield debt securities (sometimes called "junk
bonds") which are generally considered speculative because they present a
greater risk of loss than higher quality debt securities. These securities pay a
premium--a high interest rate or yield--because of the increased risk of loss.
These securities can be also subject to greater price volatility.
55
<PAGE> 61
CONVERTIBLE FUND
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
- ---- ----- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.74 -6.70 48.47 13.11 24.47 -1.34 23.02 11.39 10.67 0.53
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 15.76% 1/91
Lowest return/worst quarter -10.11% 3/90
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Convertible Fund
Class A -4.34% 7.83% 11.74%
Class B -4.47% 8.22% 12.09%
Class C -0.47% 8.51% 12.09%
First Boston Convertible
Securities Index* -6.55% 10.83% 12.30%
</TABLE>
* The First Boston Convertible Securities Index generally includes 250-300
issues--convertibles must have a minimum issue size of $50 million; bonds and
preferreds must be rated B- or better by S&P; and preferreds must have a
minimum of 500,000 shares outstanding. Eurobonds are also included if they are
issued by U.S.-domiciled companies, rated B- or higher by S&P, and have an
issue size of greater than $100 million.
56
<PAGE> 62
CONVERTIBLE FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.72% 0.72% 0.72%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 0.43% 0.43% 0.43%
Total Annual Fund Operating Expenses 1.40% 2.15% 2.15%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 685 $ 218 $ 718 $ 218 $ 318
3 years $ 969 $ 673 $ 973 $ 673 $ 673
5 years $1,274 $1,154 $1,354 $1,154 $1,154
10 years $2,137 $2,289 $2,289 $2,483 $2,483
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
57
<PAGE> 63
MainStay Total
Return Fund
The Total Return Fund's investment objective is to realize current income
consistent with reasonable opportunity for future growth of capital and income.
- ---------------------------
[start side-bar]MORTGAGE-RELATED (including mortgage-backed) SECURITIES are debt
securities whose values are based on underlying pools of mortgages. These
securities may be issued by U.S. governmental entities or private issuers.
ASSET-BACKED SECURITIES are based on underlying pools of other receivables.[end
side-bar]
- ---------------------------
[start side-bar]In a MORTGAGE-DOLLAR ROLL TRANSACTION, the Fund sells a
mortgage-backed security from its portfolio to another party and agrees to buy a
similar security from the same party at a set price at a later date.[end
side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests a minimum of 30% of its net assets in equity
securities and a minimum of 30% of its net assets in debt securities.
INVESTMENT PROCESS
Equity investments
A majority of the Fund's equity securities will normally consist of stocks of
companies with growth in revenues and earnings per share superior to that of the
average of common stocks comprising the S&P 500 at the time of purchase. The
Fund will also invest in stocks and other equity securities that it believes to
be undervalued.
Debt securities
It is contemplated that the Fund's long-term debt investments will consist
primarily of securities that are rated A or better by S&P or Moody's or, if
unrated, deemed to be of comparable creditworthiness by MacKay-Shields Financial
Corporation, the Fund's Subadviser. Principal debt investments include U.S.
GOVERNMENT SECURITIES, MORTGAGE-RELATED and ASSET-BACKED SECURITIES. The Fund
may also enter into MORTGAGE-DOLLAR ROLL TRANSACTIONS.
The Fund maintains a flexible approach by investing in a broad range of
securities, which may be diversified by company, by industry and by type.
58
<PAGE> 64
TOTAL RETURN FUND
PRINCIPAL RISKS
Since the Fund may allocate its assets among equity and debt securities it has
some exposure to the risks of both stocks and bonds. Investment in common stocks
and other equity securities is particularly subject to the risks of changing
economic, stock market, industry and company conditions which can adversely
affect the value of the Fund's holdings. In the case of debt securities, values
change. The values of debt securities fluctuate depending upon various factors,
including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Consistent with its principal investment strategies, the Fund's investments also
include derivatives, such as mortgaged-related and asset-backed securities. The
Fund may use derivatives to try to enhance returns or reduce the risk of loss
(hedge) of certain of its holdings. Regardless of the purpose, the Fund may lose
money using derivatives.
The principal risk of mortgage-dollar roll transactions is that the security the
Fund receives at the end of the transaction is worth less than the security the
Fund sold to the same counterparty at the beginning of the transaction.
59
<PAGE> 65
TOTAL RETURN FUND
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
- ---- ----- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14.99 5.06 36.84 3.62 10.50 -2.41 27.96 12.73 17.65 25.96
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (December 29, 1987) up to December 31, 1994. Performance
figures for Class C shares, first offered on September 1, 1998, include the
historical performance of Class B shares from inception up to August 31, 1998.
Performance data has been adjusted to reflect actual sales loads, but has not
been adjusted to reflect differences in service and/or distribution fees.
Performance data for the classes after these dates vary based on differences in
their fee and expense structures. Sales loads are not reflected in the bar chart
or in the best and worst quarterly returns. If they were, returns would be less
than those shown. Sales loads are reflected in the average annual total return.
As with all mutual funds, past performance is not necessarily an indication of
how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 16.87% 4/98
Lowest return/worst quarter -7.43% 3/90
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Total Return Fund
Class A 19.95% 15.06% 14.33%
Class B 20.96% 15.62% 14.72%
Class C 24.96% 15.84% 14.72%
S&P 500 Index* 28.58% 24.06% 19.21%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gain distributions.
60
<PAGE> 66
TOTAL RETURN FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.64% 0.64% 0.64%
Distribution and/or Service (12b-1) Fees(3) 0.25% 1.00% 1.00%
Other Expenses 0.29% 0.29% 0.29%
Total Annual Fund Operating Expenses 1.18% 1.93% 1.93%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 664 $ 196 $ 696 $ 196 $ 296
3 years $ 904 $ 606 $ 906 $ 606 $ 606
5 years $1,163 $1,042 $1,242 $1,042 $1,042
10 years $1,903 $2,057 $2,057 $2,254 $2,254
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily established a fee breakpoint for the Total
Return Fund of .60% on assets in excess of $500 million. As a result, for
the fiscal year ended December 31, 1998, the management fee was 0.62% and
total annual fund operating expenses were 1.16% for Class A shares and 1.91%
for Class B and C shares. This fee breakpoint may be discontinued at any
time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
61
<PAGE> 67
MainStay Global
High Yield Fund
The Global High Yield Fund's investment objective is to seek to provide maximum
current income by investing primarily in high yield debt securities of non-U.S.
issuers. Capital appreciation is a secondary objective.
- ---------------------------
[start side-bar]YANKEE DEBT SECURITIES are dollar-denominated securities of
foreign issuers that are traded in the United States.[end side-bar]
- ---------------------------
[start side-bar]BRADY BONDS are securities created through the exchange of
existing commercial bank loans to foreign sovereign entities for new
obligations in connection with debt restructurings. They are subject to the
risks of foreign securities.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in high yield debt
securities issued by governments, and their agencies and authorities, and
corporations that are located in at least three different countries.
- - The Fund focuses on debt securities that generally are rated in the lower
rating categories of Moody's (Ba to B) and S&P (BB to B), or if unrated are
deemed to be comparable by MacKay-Shields Financial Corporation, the Fund's
Subadviser.
- - The Fund principally invests in countries that are considered emerging
markets, and may invest in countries with established economies, that the
Sub-Adviser believes present favorable opportunities.
- - The Fund's principal investments include YANKEE (dollar-denominated) DEBT
SECURITIES, BRADY BONDS and derivative instruments, such as FLOATERS,
including INVERSE FLOATERS, SWAPS futures and options.
The Fund may buy and sell currency on a spot basis and enter into foreign
currency forward contracts. The Fund may also buy foreign currency options.
These techniques may be used for any legally permissible purpose, including to
increase the Fund's return.
INVESTMENT PROCESS
The Subadviser identifies investment opportunities by beginning with country
selection, then assessing local currencies for upside potential and downside
risk and finally, evaluating specific securities based on the financial
condition and competitiveness of the issuer. The Subadviser considers factors
such as prospects for a country's political stability, currency exchange rates,
interest rates, inflation, relative economic growth and governmental policies.
62
<PAGE> 68
GLOBAL HIGH YIELD FUND
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Since the Fund principally invests in foreign securities, it will be subject to
risks that differ from the risks of investing in securities of U.S. issuers.
These include losses due to:
- - fluctuating currency values
- - less liquid trading markets
- - greater price volatility
- - political and economic instability
- - less publicly available information about issuers
- - changes in U.S. or foreign tax or currency laws
- - changes in monetary policy
The risks are likely to be greater in emerging market countries than in
developed market countries.
The Fund principally invests in high yield securities (sometimes called "junk
bonds"), which are generally considered speculative because they present a
greater risk of loss, including default, than higher quality debt securities.
These securities pay a premium--a high interest rate or yield--because of the
increased risk of loss. These securities can be also subject to greater price
volatility.
The Fund may use derivatives to try to enhance returns or reduce the risk of
loss of (hedge) certain of its holdings. Regardless of the purpose, the Fund may
lose money using derivatives. The use of derivatives may increase the volatility
of the Fund's net asset value and may involve a small investment of cash
relative to the magnitude of risk assumed.
The Fund is "non-diversified," which means that it may invest a greater
percentage of its assets than other funds in a particular issuer. This may make
it more susceptible to risks associated with a single economic, political or
regulatory occurrence than diversified funds.
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate. The interest rate on an INVERSE FLOATER resets in the opposite direction
from the interest rate to which the inverse floater is indexed.[end side-bar]
- ---------------------------
[start side-bar]In a typical SWAP transaction, two parties agree to exchange
the returns (or differentials in rates of returns) earned or realized on
particular investments or instruments.[end side-bar]
63
<PAGE> 69
GLOBAL HIGH YIELD FUND
PAST PERFORMANCE
Performance information is not included because as of December 31, 1998 the Fund
had less than one year of operating history.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) fees(3) 0.25% 1.00% 1.00%
Other Expenses 2.64% 2.64% 2.64%
Total Annual Fund Operating Expenses(2) 3.59% 4.34% 4.34%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 795 $ 435 $ 935 $ 435 $ 535
3 years $1,500 $1,315 $1,615 $1,315 $1,315
5 years $2,226 $2,206 $2,406 $2,206 $2,206
10 years $4,130 $4,327 $4,327 $4,486 $4,486
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has agreed to voluntarily reduce its fee payable with respect to
the Global High Yield Fund to an annual percentage of .50% of average daily
net assets. As a result, for the fiscal year ended December 31, 1998, the
management fee was .50% and total annual fund operating expenses were 3.39%
for Class A shares and 4.14% for Class B and C shares. Effective January 1,
1999, the Manager voluntarily agreed to limit total annual fund operating
expenses to 1.70% for Class A shares and 2.45% for Class B and C shares.
These limitations may be discontinued at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
64
<PAGE> 70
[This page intentionally left blank]
65
<PAGE> 71
MainStay International
Bond Fund
The International Bond Fund's investment objective is to seek to provide
competitive overall return commensurate with an acceptable level of risk by
investing primarily in a portfolio of non-U.S. (primarily government) debt
securities.
- ---------------------------
[start side-bar]MORTGAGE-RELATED (including mortgage-backed) SECURITIES are
debt securities whose values are based on underlying pools of mortgages. These
securities may be issued by U.S. governmental entities or private issuers.
ASSET-BACKED SECURITIES are based on underlying pools of other receivables.
[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets primarily in debt
securities of foreign governments, agencies and supranational organizations, and
secondarily in debt securities of corporate issuers, located in a variety of
countries with a minimum of five countries other than the United States. This
includes countries with established economies as well as emerging market
countries that MacKay-Shields Financial Corporation, the Fund's Subadviser,
believes present favorable opportunities.
The Fund's principal investments also include high yield debt securities
(limited to 25% of net assets) rated below BBB by S&P or Baa by Moody's or, if
unrated, determined by the Subadviser to be of comparable quality and
MORTGAGE-RELATED and ASSET-BACKED SECURITIES. The Fund's principal investments
may have fixed, variable, floating or inverse floating rates of interest.
INVESTMENT PROCESS
In pursuing the Fund's investment strategy, the Fund's Subadviser seeks to
identify investment opportunities by
- - beginning with country selection
- - then assessing local currencies for upside potential and downside risk
- - and finally, evaluating individual securities based on the financial condition
and competitiveness of individual companies
In making investments in foreign markets, the Subadviser considers several
factors including prospects for currency exchange rates, interest rates,
inflation, relative economic growth and governmental policies.
66
<PAGE> 72
INTERNATIONAL BOND FUND
As part of its investment strategy, the Fund may buy and sell currency on a spot
basis and enter into foreign currency forward contracts for hedging purposes or
to increase the Fund's investment return. Additionally, the Fund may buy and
sell foreign currency options, securities and securities index options, and
enter into SWAPS and futures contracts and related options. These techniques may
be used for any legally permissible purpose, including to increase the Fund's
return.
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Since the Fund principally invests in foreign securities, it will be subject to
various risks of loss that are different from risks of investing in securities
of U.S. based issuers. These include losses due to fluctuating currency values,
less liquid trading markets, greater price volatility, political and economic
instability, less publicly available information about issuers, changes in U.S.
or foreign tax or currency laws, and changes in monetary policy. The risks are
likely to be greater in emerging market countries than in developed market
countries.
The Fund's principal investments include high yield debt securities (sometimes
called "junk bonds"), which are generally considered speculative because they
present a greater risk of loss, including default than higher quality debt
securities. These securities pay a premium--a high interest rate or
yield--because of this increased risk of loss. These securities can be also
subject to greater price volatility.
The Fund's principal investments include derivatives, such as FLOATERS,
including INVERSE FLOATERS, and foreign currency options, foreign currency
forward contracts, securities and securities index options, swaps, futures
contracts and related options, and mortgage-related and asset-backed securities.
The Fund may use derivatives to try to enhance returns or reduce the risk of
loss (hedge) of certain of its holdings. Regardless of the purpose, the Fund may
lose money using derivatives. The use of derivatives (except for
mortgage-related and asset-backed securities) may increase the volatility of the
Fund's net asset value and may involve a small investment of cash relative to
the magnitude of risk assumed.
The Fund is "non-diversified," which means that it may invest a greater
percentage of its assets than other funds in a particular issuer. This may make
it more susceptible to risks associated with a single economic, political or
regulatory occurrence than diversified funds.
- ---------------------------
[start side-bar]In a typical SWAP transaction, two parties agree to exchange
the returns (or differentials in rates of returns) earned or realized on
particular investments or instruments.[end side-bar]
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate. The interest rate on an INVERSE FLOATER resets in the opposite direction
from the interest rate to which the inverse floater is indexed.[end side-bar]
67
<PAGE> 73
INTERNATIONAL BOND FUND
<TABLE>
<CAPTION>
94 95 96 97 98
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
0.20 17.96 13.13 1.15 10.79
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1994-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year and the life of the Fund compare to
those of a broad-based securities market index. Performance figures for Class A
shares, first offered on January 3, 1995, include the historical performance of
Class B shares from inception (September 13, 1994) up to December 31, 1994.
Performance figures for Class C shares, first offered on September 1, 1998,
include the historical performance of Class B shares from inception up to August
31, 1998. Performance data has been adjusted to reflect actual sales loads, but
has not been adjusted to reflect differences in service and/or distribution
fees. Performance data for the classes after these dates vary based on
differences in their fee and expense structures. Sales loads are not reflected
in the bar chart or in the best and worst quarterly returns. If they were,
returns would be less than those shown. Sales loads are reflected in the average
annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1994-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 7.87% 1/95
Lowest return/worst quarter -2.97% 1/97
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR LIFE OF FUND
<S> <C> <C>
International Bond Fund
Class A 6.59% 9.36%
Class B 5.79% 9.51%
Class C 9.79% 9.85%
Salomon Brothers Non-U.S. Dollar
World Government Bond Index* 17.79% 8.44%
</TABLE>
* The Salomon Brothers Non-U.S. Dollar World Government Bond Index is an
unmanaged index generally considered to be representative of the world bond
market.
68
<PAGE> 74
INTERNATIONAL BOND FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees(3) 0.25% 1.00% 1.00%
Other Expenses 0.94% 0.94% 0.94%
Total Annual Fund Operating Expenses(2) 1.89% 2.64% 2.64%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 633 $ 267 $ 767 $ 267 $ 367
3 years $1,017 $ 820 $1,120 $ 820 $ 820
5 years $1,425 $1,400 $1,600 $1,400 $1,400
10 years $2,562 $2,788 $2,788 $2,973 $2,973
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has agreed to waive a portion of its fee payable by the
International Bond Fund until such time as the Fund reaches $50 million in
net assets. As a result, for the fiscal year ended December 31, 1998, the
management fee paid was 0.40% and total annual fund operating expenses were
1.59% for Class A shares and 2.34% for Class B and C shares. This waiver may
be discontinued at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
69
<PAGE> 75
MainStay High Yield
Corporate Bond Fund
The High Yield Corporate Bond Fund's investment objective is to seek maximum
income through investment in a diversified portfolio of high yield debt
securities. Capital appreciation is a secondary objective.
- ---------------------------
[start side-bar]YANKEE DEBT SECURITIES are dollar-denominated securities of
foreign issuers that are traded in the United States.[end side-bar]
- ---------------------------
[start side-bar]ZERO COUPON BONDS are debt obligations issued without any
requirement for the periodic payment of interest. They are issued at a
significant discount to their face value and tend to be more volatile than
conventional debt securities.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in all types of
domestic and foreign corporate debt securities that are ordinarily rated in the
lower rating categories of Moody's (Ba and below) and S&P (BB and below) or that
are unrated but that are considered by MacKay-Shields Financial Corporation, the
Fund's Subadviser, to be of comparable quality.
INVESTMENT PROCESS
In pursuing the Fund's investment strategy, the Subadviser seeks to identify
investment opportunities based on the financial condition and competitiveness of
individual companies. The Fund's principal investments include
- - domestic corporate debt securities
- - YANKEE (dollar-denominated) DEBT SECURITIES
- - ZERO COUPON BONDS
- - U.S. government securities
The Fund may invest up to 25% of its total assets in equity securities.
70
<PAGE> 76
HIGH YIELD CORPORATE BOND FUND
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Investment in common stocks and other equity securities is particularly subject
to the risks of changing economic, stock market, industry and company conditions
which can adversely affect the value of the Fund's holdings.
The Fund principally invests in high yield securities (sometimes called "junk
bonds"), which are generally considered speculative because they present a
greater risk of loss, including default, than higher quality debt securities.
These securities pay a premium--a high interest rate or yield--because of the
increased risk of loss. These securities can be also subject to greater price
volatility.
Since the Fund invests in foreign securities, it can be subject to various risks
of loss that are different from the risks of investing in securities of U.S.
companies. These include losses due to fluctuating currency values, less liquid
trading markets, greater price volatility, political and economic instability,
less publicly available information about issuers, changes in U.S. or foreign
tax or currency laws, and changes in monetary policy. These risks are likely to
be greater in emerging market countries than in developed market countries.
71
<PAGE> 77
HIGH YIELD CORPORATE BOND FUND
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
- ---- ----- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -5.04 -7.85 32.27 21.65 21.65 1.50 19.71 15.58 11.55 1.31
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 12.84% 1/91
Lowest return/worst quarter -8.41% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
High Yield Corporate Bond Fund
Class A -2.52% 9.21% 10.28%
Class B -3.69% 9.40% 10.52%
Class C 0.31% 9.68% 10.52%
First Boston High Yield Index* 0.58% 8.16% 10.74%
</TABLE>
* The First Boston High Yield Index is a market-weighted index that includes
publicly traded bonds rated below BBB by S&P and Baa by Moody's. The Index
assumes reinvestment of all distributions and interest payments and does not
take into account brokerage fees or taxes.
72
<PAGE> 78
HIGH YIELD CORPORATE BOND FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees(3) 0.25% 1.00% 1.00%
Other Expenses 0.19% 0.19% 0.19%
Total Annual Fund Operating Expenses(2) 1.04% 1.79% 1.79%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 551 $ 182 $ 682 $ 182 $ 282
3 years $ 766 $ 563 $ 863 $ 563 $ 563
5 years $ 998 $ 970 $1,170 $ 970 $ 970
10 years $1,664 $1,906 $1,906 $2,105 $2,105
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily established a fee breakpoint for the High Yield
Corporate Bond Fund of .55% on assets in excess of $500 million. As a
result, for the fiscal year ended December 31, 1998, the management fee paid
was 0.56% and total annual fund operating expenses were 1.00% for Class A
shares and 1.75% for Class B and C shares. This fee breakpoint may be
discontinued at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
73
<PAGE> 79
MainStay Strategic
Income Fund
The Strategic Income Fund's investment objective is to provide current income
and competitive overall return by investing primarily in domestic and foreign
debt securities.
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate. The interest rate on an INVERSE FLOATER resets in the opposite direction
from the interest rate to which the inverse floater is indexed.[end side-bar]
- ---------------------------
[start side-bar]MORTGAGE-RELATED (including mortgage-backed) SECURITIES are
debt securities whose values are based on underlying pools of mortgages. These
securities may be issued by U.S. governmental entities or private issuers.
ASSET-BACKED SECURITIES are based on underlying pools of other receivables.
[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in a diversified
portfolio of domestic and foreign debt or debt-related securities issued by
government and corporate issuers. The securities may be denominated in U.S. or
foreign currencies, and may have fixed, variable, FLOATING or INVERSE FLOATING
rates of interest. Maturities of the securities held by the Fund will vary.
The Fund invests in various bond market sectors (U.S. government--including
mortgage-related and asset-backed securities, foreign government, U.S. corporate
and foreign corporate, including high yield securities in each of the sectors).
MacKay-Shields Financial Corporation, the Fund's Subadviser, allocates the
Fund's investments among the various bond market sectors based on current and
projected economic and market conditions.
INVESTMENT PROCESS
The Subadviser seeks to identify investment opportunities based on the financial
condition and competitiveness of individual companies. In addition, among the
principal factors considered in determining whether to increase or decrease the
emphasis placed upon a particular type of security or bond market sector are:
- - fundamental economic cycle analysis
- - credit quality
- - interest rate trends
The Fund also invests in a variety of countries, which may include countries
with established economies as well as emerging market countries that the
Subadviser believes present favorable opportunities. Securities of issuers in
one country may be denominated in the currency of another country.
The Fund's principal investments also may include high yield debt securities
rated below BBB by S&P or Baa by Moody's or, if unrated, determined by the
Subadviser to be of comparable quality. The Fund
74
<PAGE> 80
STRATEGIC INCOME FUND
may invest up to 30% of its total assets in equity securities. The Fund's
principal investments also include
- - MORTGAGE-RELATED and ASSET-BACKED SECURITIES
- - WHEN-ISSUED SECURITIES and FORWARD COMMITMENTS
The Fund may enter into mortgage-dollar roll transactions, buy and sell currency
on a spot basis and may enter into foreign currency forward contracts for
hedging purposes. The Fund may also buy foreign currency options and may use
portfolio securities lending as a principal investment strategy.
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Investment in common stocks and other equity securities is particularly subject
to the risk of changing economic, stock market, industry and company conditions
that can adversely affect the value of the Fund's holdings.
Since the Fund invests in foreign securities, it can be subject to various risks
of loss that are different from risks of investing in securities of U.S.
companies. These include losses due to fluctuating currency values, less liquid
trading markets, greater price volatility, political and economic instability,
less publicly available information about issuers, changes in U.S. or foreign
tax or currency laws and changes in monetary policy. The risks are likely to be
greater in emerging market countries than in developed market countries.
The Fund invests in high yield debt securities (sometimes called "junk bonds"),
which are generally considered speculative because they present a greater risk
of loss than higher quality debt securities. These securities pay a premium--a
high interest rate or yield--because of the increased risk of loss. These
securities can also be subject to greater price volatility.
The Fund's principal investments include derivatives, such as mortgage-related
and asset-backed securities and floaters, including inverse floaters. The Fund
may use derivatives to try to enhance returns or reduce the risk of loss (hedge)
of certain of its holdings. Regardless of the purpose, the Fund may lose money
using derivatives. The use of floaters and inverse floaters may increase the
volatility of the Fund and may involve a small investment of cash relative to
the magnitude of risk assumed.
- ---------------------------
[start side-bar]In a MORTGAGE-DOLLAR ROLL TRANSACTION, the Fund sells a
mortgage-backed security from its portfolio to another party and agrees to buy
a similar security from the same party at a set price at a later date.[end
side-bar]
- ---------------------------
[start side-bar]A WHEN-ISSUED SECURITY is a security that, although authorized,
has not yet been issued. The price (or yield) of such security is fixed at the
time of purchase but delivery and payment take place at a later date.
Similarly, in a FORWARD COMMITMENT, the Fund agrees to buy an issued security
at a future date at a price determined at the time of the commitment.[end
side-bar]
75
<PAGE> 81
STRATEGIC INCOME FUND
<TABLE>
<CAPTION>
97 98
---- ----
<S> <C>
6.02 4.35
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1997-1998)
The principal risk of MORTGAGE-DOLLAR ROLLS is that the security the Fund
receives at the end of the transaction is worth less than the security the Fund
sold to the same counterparty at the beginning of the transaction. The principal
risk of FORWARD COMMITMENTS and WHEN-ISSUED SECURITIES is that the security will
be worth less when it is issued or received than the price the Fund agreed to
pay when it made the commitment. The principal risk of securities lending is
that the other party could go bankrupt and the Fund would lose the value of the
security that it lent to the other party.
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year and the life of the Fund compare to
those of a broad-based securities market index. Performance figures for Class C
shares, first offered on September 1, 1998, include the historical performance
of Class B shares from inception (February 28, 1997) up to August 31, 1998.
Performance data has been adjusted to reflect actual sales loads. Performance
data for the classes after these dates vary based on differences in their fee
and expense structures. Sales loads are not reflected in the bar chart or in the
best and worst quarterly returns. If they were, returns would be less than those
shown. Sales loads are reflected in the average annual total returns. As with
all mutual funds, past performance is not necessarily an indication of how the
Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1997-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 3.83% 2/97
Lowest return/worst quarter -1.64% 3/98
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR LIFE OF FUND
<S> <C> <C>
Strategic Income Fund
Class A 0.44% 3.80%
Class B -0.65% 3.55%
Class C 3.35% 5.65%
Lehman Brothers Aggregate
Bond Index* 8.69% 9.71%
</TABLE>
* The Lehman Brothers Aggregate Bond Index includes fixed-rate debt issues rated
investment grade or higher by Moody's, S&P or Fitch, in that order. All issues
must have at least one year left to maturity and have an outstanding par value
of at least $100 million. The Index is comprised of the Lehman Brothers
Government/Corporate, the Mortgage-Backed Securities, and the Asset-Backed
Securities Indexes.
76
<PAGE> 82
STRATEGIC INCOME FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees(2) 0.25% 1.00% 1.00%
Other Expenses 0.57% 0.57% 0.57%
Total Annual Fund Operating Expenses 1.42% 2.17% 2.17%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 588 $ 220 $ 720 $ 220 $ 320
3 years $ 879 $ 679 $ 979 $ 679 $ 679
5 years $1,191 $1,164 $1,364 $1,164 $1,164
10 years $2,075 $2,310 $2,310 $2,503 $2,503
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on Redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
77
<PAGE> 83
MainStay
Government Fund
The Government Fund's investment objective is to seek a high level of current
income, consistent with safety of principal.
- ---------------------------
[start side-bar]MORTGAGE-RELATED (including mortgage-backed) SECURITIES are
debt securities whose values are based on underlying pools of mortgages. These
securities may be issued by U.S. governmental entities or private issuers.
ASSET-BACKED SECURITIES are based on underlying pools of other receivables.
[end side-bar]
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 65% of its total assets in U.S. government
securities. It may invest up to 35% of its total assets in MORTGAGE-RELATED and
ASSET-BACKED SECURITIES or other securities that are not U.S. government
securities.
INVESTMENT PROCESS
In pursuing the Fund's investment strategies, MacKay-Shields Financial
Corporation, the Fund's Subadviser, uses a combined approach to investing,
analyzing economic trends as well as factors pertinent to particular issuers and
securities.
The Fund's principal investments are debt securities issued or guaranteed by the
U.S. government and its agencies and instrumentalities. These securities
include:
- - U.S. Treasury bills (maturing in one year or less)
- - notes (maturing in 1-10 years)
- - bonds (generally maturing in more than 10 years)
- - Government National Mortgage Association mortgage-backed certificates and
other U.S. government securities representing ownership interests in mortgage
pools such as securities issued by the Federal National Mortgage Association
and by the Federal Home Loan Mortgage Corporation.
Principal investments also include FLOATERS as well as money market instruments
and cash equivalents.
As part of the Fund's principal strategies, the Subadviser may use a variety of
investment practices such as MORTGAGE-DOLLAR ROLL transactions, transactions on
a WHEN-ISSUED basis and portfolio securities lending.
78
<PAGE> 84
GOVERNMENT FUND
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
You could lose money by investing in the Fund. Investments in the Fund are not
guaranteed, even though some of the Fund's investments are guaranteed by the
U.S. government or its agencies or instrumentalities.
Principal investments also include derivatives, such as mortgaged-related and
asset-backed securities. The Fund may use derivatives to try to enhance returns
or reduce the risk of loss (hedge) of certain of its holdings. Regardless of the
purpose, the Fund may lose money using derivatives.
The Fund's use of investment practices, such as mortgage-dollar rolls, forward
commitments, transactions on a when-issued basis and securities lending, also
presents certain risks. The principal risk of mortgage-dollar roll transactions
is that the security the Fund receives at the end of the transaction is worth
less than the security the Fund sold to the same counterparty at the beginning
of the transaction. The principal risk of when-issued securities is that the
security will be worth less when it is issued or received than the price the
Fund agreed to pay when it made the commitment. The principal risk of securities
lending is that the financial institution that borrows securities from the Fund
could go bankrupt and the Fund might not be able to recover the securities or
their value.
- ---------------------------
[start side-bar]In a MORTGAGE-DOLLAR ROLL TRANSACTION, the Fund sells a
mortgage-backed security from its portfolio to another party and agrees to buy
a similar security from the same party at a set price at a later date.
[end side-bar]
- ---------------------------
[start side-bar]A WHEN-ISSUED SECURITY is a security that, although authorized,
has not yet been issued. The price (or yield) of such security is fixed at the
time of purchase but delivery and payment take place at a later date.
[end side-bar]
79
<PAGE> 85
GOVERNMENT FUND
[Government Fund Bar Chart]
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- -- -- --
<S> <S> <S> <S> <C> <C> <C> <C> <C> <C>
12.17 6.92 13.40 3.81 5.88 -2.85 15.69 1.25 8.54 7.52
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 8.72% 2/89
Lowest return/worst quarter -2.72% 1/96
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Government Fund
Class A 3.44% 5.41% 6.88%
Class B 2.52% 5.52% 7.10%
Class C 6.52% 5.84% 7.10%
Lehman Brothers Government
Bond Index* 9.85% 7.18% 9.17%
</TABLE>
* The Lehman Brothers Government Bond Index includes issues of the U.S.
government and agencies thereof, as well as fixed-rate debt issues that are
rated investment grade by Moody's, S&P, or Fitch, in that order, with at least
one year to maturity. The Index is unmanaged and results assume the
reinvestment of all income and capital gain distributions.
80
<PAGE> 86
GOVERNMENT FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees(3) 0.25% 1.00% 1.00%
Other Expenses 0.27% 0.27% 0.27%
Total Annual Fund Operating Expenses 1.12% 1.87% 1.87%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 559 $ 190 $ 690 $ 190 $ 290
3 years $ 790 $ 588 $ 888 $ 588 $ 588
5 years $1,039 $1,011 $1,211 $1,011 $1,011
10 years $1,752 $1,992 $1,992 $2,190 $2,190
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily established a fee breakpoint for the Government
Fund of .55% on assets in excess of $1 billion. This fee breakpoint may be
discontinued at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
81
<PAGE> 87
MAINSTAY MONEY
MARKET FUND
The Money Market Fund's investment objective is to seek as high a level of
current income as is considered consistent with the preservation of capital and
liquidity.
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate.[end side-bar]
- ---------------------------
[start side-bar]MORTGAGE-RELATED (including mortgage-backed) SECURITIES are
debt securities whose values are based on underlying pools of mortgages. These
securities may be issued by U.S. governmental entities or private issuers.
ASSET-BACKED SECURITIES are based on underlying pools of other receivables.
[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests in short-term dollar-denominated securities maturing in 397
days (13 months) or less. The weighted average portfolio maturity will not
exceed 90 days. Securities in which the Fund invests may include
- - U.S. government securities
- - bank and bank holding company obligations, such as CDs and bankers'
acceptances
- - commercial paper, which is short-term, unsecured loans to corporations
- - other corporate loans of one year or less
- - dollar-denominated loans to U.S. and foreign issuers and securities of foreign
branches of U.S. banks, such as negotiable CDs, also known as Eurodollars
82
<PAGE> 88
MONEY MARKET FUND
The Fund may also invest in variable rate master demand notes, FLOATING RATE
notes, and MORTGAGE-RELATED and ASSET-BACKED SECURITIES.
All securities purchased by the Fund must meet the requirements of Rule 2a-7 of
the Investment Company Act of 1940, which are designed to mitigate the risk of
loss. There must be a reasonable expectation that at any time until the final
maturity of a floating rate instrument or the period remaining until the
principal amount can be recovered through demand, the market value of the
floating rate instrument will approximate its amortized cost.
PRINCIPAL RISKS
Not Guaranteed
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment of $1.00 per share, it is possible to lose
money by investing in the Fund. This could occur because of highly unusual
market conditions or a sudden collapse in the creditworthiness of a company once
believed to be an issuer of high-quality, short-term securities.
Since the Fund invests in dollar-denominated foreign securities, it can be
subject to various risks of loss that are different from risks of investing in
securities of U.S. based issuers. These include
- - political and economic instability
- - less publicly available information about issuers
- - changes in U.S. or foreign tax or currency laws
The Fund's principal investments include derivatives such as variable rate
master demand notes, floaters and mortgage-related and asset-backed securities.
If MacKay-Shields Financial Corporation, the Fund's Subadviser, is wrong about
its expectations about changes in interest rates, its assessment of an issuer's
creditworthiness or market conditions, the use of derivatives or other
investments could result in a loss.
83
<PAGE> 89
MONEY MARKET FUND
[Capital Appreciation Fund Bar Chart]
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- -- -- --
<S> <S> <S> <S> <C> <C> <C> <C> <C> <C>
8.87 7.86 5.79 3.32 2.72 3.73 5.51 4.91 5.08 5.01
</TABLE>
ANNUAL RETURNS, ALL CLASSES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. TO OBTAIN
CURRENT YIELD INFORMATION, CALL 1-800-MAINSTAY. As with all mutual funds, past
performance is not necessarily an indication of how the Fund will perform in the
future.
BEST AND WORST QUARTERLY RETURNS, ALL CLASSES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 2.28% 2/89
Lowest return/worst quarter 0.64% 2/93
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Money Market Fund
All Classes 5.01% 4.85% 5.27%
7-day Yield: 4.63%
Lipper Money Market Instrument Funds
Index* 5.10% 4.90% 5.32%
</TABLE>
* The Lipper Money Market Instrument Funds Index is an equally weighted
performance index adjusted for capital gains distributions and income
dividends of the largest qualifying funds in the investment objective. The
funds invest in high-quality financial instruments rated in top two grades
with dollar-weighted average maturities of less than 90 days.
84
<PAGE> 90
MONEY MARKET FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None None None
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(1) 0.50% 0.50% 0.50%
Distribution and/or Service (12b-1) Fees None None None
Other Expenses 0.43% 0.43% 0.43%
Total Annual Fund Operating Expenses(1) 0.93% 0.93% 0.93%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. Expenses are the same for each class.
<TABLE>
<CAPTION>
ALL CLASSES
Assuming no Assuming redemption
Expenses after redemption at the end of each period
<S> <C> <C>
1 year $ 95 $ 95
3 years $ 296 $ 296
5 years $ 515 $ 515
10 years $1,143 $1,143
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) The management fee for the Money Market Fund is an annual percentage of the
Fund's a average daily net assets as follows: .50% up to $300 million; .45%
from $300 to $700 million; .40% from $700 million to $1 billion; and .35% in
excess of $1 billion. The Manager has voluntarily agreed to assume the
Fund's expenses to the extent that such expenses would exceed on an annual
basis .70% of average daily net assets. As a result, for the fiscal year
ended December 31, 1998, the management fee paid was 0.27% and total annual
fund operating expenses were 0.70% for each class. This expense assumption
may be discontinued at any time without notice.
85
<PAGE> 91
MAINSTAY CALIFORNIA
TAX FREE FUND
The California Tax Free Fund's investment objective is
to seek to provide a high level of current income exempt
from regular federal income tax and California personal
income tax, consistent with preservation of capital.
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate.[end side-bar]
- ---------------------------
[start side-bar]ZERO COUPON BONDS are debt obligations issued without any
requirement for the periodic payment of interest. They are issued at a
significant discount to their face value and tend to be more volatile than
conventional debt securities.[end side-bar]
- ---------------------------
[start side-bar]Issuers of GENERAL OBLIGATION BONDS include states, counties,
cities, towns and regional districts. Payments of principal and interest are
secured by the issuer's pledge of its full faith, credit and taxing powers.
[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its total assets in securities which
provide tax-exempt income to California residents, which may include securities
issued by the State of California, the Commonwealth of Puerto Rico, Guam, the
Virgin Islands and their political subdivisions, agencies and authorities. These
securities could have fixed, variable or FLOATING RATES of interest or be ZERO
COUPON municipal bonds.
The two main types of municipal bonds are general obligation and revenue bonds.
The Fund also may purchase INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL BONDS.
The Fund may not invest more than 20% of its net assets in tax-exempt securities
subject to the federal alternative minimum tax (AMT) for individual
shareholders.
INVESTMENT PROCESS
MacKay-Shields Financial Corporation, the Fund's Subadviser, uses a combined
approach to investing, analyzing economic trends as well as factors pertinent to
particular issuers and securities.
The long-term tax-exempt securities purchased by the Fund must be rated in one
of the top four categories by Moody's (Baa and above) or S&P (BBB and above), or
if unrated, determined by the Subadviser to be of comparable quality. Short-term
tax-exempt securities must be rated in one of the top three categories by
Moody's (MIG3/VMIG3 and above) or S&P (A-3 and above) and municipal commercial
paper must be rated P-1 by Moody's or A-1 by S&P.
As part of its investment strategy, the Fund also may buy and sell call and put
options, invest in futures contracts on debt securities or securities indexes,
and invest in options on futures contracts.
86
<PAGE> 92
CALIFORNIA TAX FREE FUND
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Since the Fund concentrates its investments in California securities, the NAV of
the Fund's shares can be adversely affected by political developments or
economic events in California, including a default of a municipal issuer or a
financial crisis.
Consistent with its principal investment strategies, the Fund's investments
include DERIVATIVES, such as call and put options, futures contracts on debt
securities or securities indexes, and options on futures contracts. The Fund may
use derivatives to try to enhance returns or reduce the risk of loss (hedge) of
certain of its holdings. Regardless of the purpose, the Fund may lose money
using derivatives. The derivatives may increase the volatility of the Fund's net
asset value and may involve a small investment of cash relative to the magnitude
of risk assumed.
INDUSTRIAL DEVELOPMENT, POLLUTION CONTROL and REVENUE BONDS are generally not
secured by the taxing power of the municipality but are secured by revenues paid
by the industrial user. This means that if the industrial user cannot repay
principal and/or interest on the bonds, the Fund may lose money.
The Fund is "non-diversified," which means that it may invest a greater
percentage of its assets than other funds in a particular issuer. This may make
it more susceptible to risks associated with a single economic, political or
regulatory occurrence than diversified funds.
To help you decide whether taxable or non-taxable yields are better for you, see
Appendix A for a comparative yield table.
- ---------------------------
[start side-bar]REVENUE BONDS are issued to finance capital projects. They are
repaid from revenues raised by the project that the bonds finance. Many bonds
also provide additional security.[end side-bar]
- ---------------------------
[start side-bar]INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL BONDS are
generally revenue bonds and are issued by, or on behalf of, public authorities
or investor-owned companies to raise money to finance various privately
operated facilities.[end side-bar]
87
<PAGE> 93
CALIFORNIA TAX FREE FUND
[California Tax Free Bond Bar Chart]
<TABLE>
<CAPTION>
91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- --
<S> <S> <C> <C> <C> <C> <C> <C>
2.07 7.88 12.71 -4.88 14.91 3.10 7.63 5.07
</TABLE>
ANNUAL RETURNS, CLASS A SHARES
(by calendar year 1991-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year, five years and the life of the Fund
compare to those of a broad-based securities market index. Performance figures
for Class B shares, first offered on January 3, 1995, include the historical
performance of Class A shares from inception (October 1, 1991) up to December
31, 1994. Performance figures for Class C shares, first offered on September 1,
1998, include the historical performance of Class B shares from inception up to
August 31, 1998. Performance data has been adjusted to reflect actual sales
loads, but has not been adjusted to reflect differences in service and/or
distribution fees. Performance data for the classes after these dates vary based
on differences in their fee and expense structures. Sales loads are not
reflected in the bar chart or in the best and worst quarterly returns. If they
were, returns would be less than those shown. Sales loads are reflected in the
average annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS A SHARES
(1991-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 5.87% 1/95
Lowest return/worst quarter -4.60% 1/94
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF FUND
<S> <C> <C> <C>
California Tax Free Fund
Class A 0.59% 4.23% 6.00%
Class B 0.07% 4.63% 6.52%
Class C 4.07% 4.97% 6.52%
Lehman Brothers Municipal
Bond Index* 6.48% 6.23% 7.66%
</TABLE>
* The Lehman Brothers Municipal Bond Index includes approximately 15,000
municipal bonds, rated Baa or better by Moody's, with a maturity of at least
two years. Bonds subject to the Alternative Minimum Tax or with floating or
zero coupons are excluded. The Index is unmanaged and results assume the
reinvestment of all income and capital gains distributions.
88
<PAGE> 94
CALIFORNIA TAX FREE FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.50% 0.50% 0.50%
Distribution and/or Service (12b-1) Fees(3) 0.25% 0.50% 0.50%
Other Expenses 0.65% 0.65% 0.65%
Total Annual Fund Operating Expenses(2) 1.40% 1.65% 1.65%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
then those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 586 $ 168 $ 668 $ 168 $ 268
3 years $ 873 $ 520 $ 820 $ 520 $ 520
5 years $1,181 $ 897 $1,097 $ 897 $ 897
10 years $2,054 $1,887 $1,887 $1,955 $1,955
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily agreed to reimburse the expenses of the
California Tax Free Fund to the extent that operating expenses would exceed
on an annual basis 1.24% of average daily net assets for Class A shares and
1.49% of average daily net assets for Class B and C shares. As a result, for
the fiscal year ended December 31, 1998, the management fee paid was 0.34%
and total annual fund operating expenses were 1.24% for Class A shares and
1.49% for Class B and Class C shares. This reimbursement may be discontinued
at any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
89
<PAGE> 95
MAINSTAY NEW YORK
TAX FREE FUND
The New York Tax Free Fund's investment objective is to seek to provide a high
level of current income exempt from regular federal income tax and personal
income tax of New York State and its political subdivisions, including New York
City, consistent with preservation of capital.
- ---------------------------
[start side-bar]FLOATERS are debt securities with a variable interest rate that
is tied to another interest rate, such as a money-market index or Treasury bill
rate.[end side-bar]
- ---------------------------
[start side-bar]ZERO COUPON bonds are debt obligations issued without any
requirement for the periodic payment of interest. They are issued at a
significant discount to their face value and tend to be more volatile than
conventional debt securities.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its total assets in securities that
provide tax-exempt income to New York residents, which may include securities
issued by the State of New York, the Commonwealth of Puerto Rico, Guam, the
Virgin Islands and their political subdivisions, agencies and authorities. These
could have fixed, variable or FLOATING RATES of interest or be ZERO COUPON
municipal bonds.
The two main types of municipal bonds are GENERAL OBLIGATION and REVENUE bonds.
The Fund also may purchase INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL BONDS.
The Fund may not invest more than 20% of its net assets in tax-exempt securities
subject to the federal alternative minimum tax (AMT) for individual
shareholders.
INVESTMENT PROCESS
MacKay-Shields Financial Corporation, the Fund's Subadviser, uses a combined
approach to investing, analyzing economic trends as well as factors pertinent to
particular issuers and securities.
The long-term tax-exempt securities purchased by the Fund must be rated in one
of the top four categories by Moody's (Baa and above) or S&P (BBB and above), or
if unrated, determined by the Subadviser to be of comparable quality. Short-term
tax-exempt securities must be rated in one of the top three categories by
Moody's (MIG3/VMIG3 and above) or S&P (A-3 and above) and municipal commercial
paper must be rated P-1 by Moody's or A-1 by S&P.
As part of its investment strategy the Fund also may buy and sell call and put
options, invest in futures contracts on debt securities or securities indexes
and invest in options on futures contracts.
90
<PAGE> 96
NEW YORK TAX FREE FUND
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including:
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Since the Fund concentrates its investments in New York securities, the NAV of
the Fund's shares can be adversely affected by political developments or
economic events in New York, including a default of a municipal issuer or a
financial crisis.
Consistent with its principal investment strategies, the Fund's investments
include derivatives, such as call and put options, futures contracts on debt
securities or securities indexes and options on futures contracts.
The Fund may use derivatives to try to enhance returns or reduce the risk of
loss (hedge) of certain of its holdings. Regardless of the purpose, the Fund may
lose money using derivatives. The derivatives may increase the volatility of the
Fund's net asset value and may involve a small investment of cash relative to
the magnitude of risk assumed.
INDUSTRIAL DEVELOPMENT, POLLUTION CONTROL and REVENUE BONDS are generally not
secured by the taxing power of the municipality but are secured by revenues paid
by the industrial user. This means that if the industrial user cannot repay
principal and/or interest on the bonds, the Fund may lose money.
The Fund is "non-diversified," which means that it may invest a greater
percentage of its assets than other funds in a particular issuer. This may make
it more susceptible to risks associated with a single economic, political or
regulatory occurrence than diversified funds.
To help you decide whether taxable or nontaxable yields are better for you, see
Appendix A for a comparative yield table.
- ---------------------------
[start side-bar]Issuers of GENERAL OBLIGATION BONDS include states, counties,
cities, towns and regional districts. Payments of principal and interest are
secured by the issuer's pledge of its full faith, credit and taxing powers.
[end side-bar]
- ---------------------------
[start side-bar]REVENUE BONDS are issued to finance capital projects. They are
repaid from revenues raised by the project that the bonds finance. Many bonds
also provide additional security.[end side-bar]
- ---------------------------
[start side-bar]INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL BONDS are
generally revenue bonds and are issued by, or on behalf of, public authorities
or investor-owned companies to raise money to finance various privately
operated facilities.[end side-bar]
91
<PAGE> 97
NEW YORK TAX FREE FUND
[New York Tax Free Fund]
<TABLE>
<CAPTION>
91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- --
<S> <S> <C> <C> <C> <C> <C> <C>
2.08 9.01 12.11 -4.71 15.67 2.86 8.14 5.00
</TABLE>
ANNUAL RETURNS, CLASS A SHARES
(by calendar year 1991-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over the life of the Fund and by showing how the
Fund's average annual returns for one year, five years and the life of the Fund
compare to those of a broad-based securities market index. Performance figures
for Class B shares, first offered on January 3, 1995, include the historical
performance of Class A shares from inception (October 1, 1991) up to December
31, 1994. Performance figures for Class C shares, first offered on September 1,
1998, include the historical performance of Class B shares from inception up to
August 31, 1998. Performance data has been adjusted to reflect actual sales
loads, but has not been adjusted to reflect differences in service and/or
distribution fees. Performance data for the classes after these dates vary based
on differences in their fee and expense structures. Sales loads are not
reflected in the bar chart or in the best and worst quarterly returns. If they
were, returns would be less than those shown. Sales loads are reflected in the
average annual total returns. As with all mutual funds, past performance is not
necessarily an indication of how the Fund will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS A SHARES
(1991-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 5.41% 1/95
Lowest return/worst quarter -4.81% 1/94
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS LIFE OF FUND
<S> <C> <C> <C>
New York Tax Free Fund
Class A 0.64% 4.43% 6.22%
Class B 0.00% 4.85% 6.75%
Class C 4.00% 5.18% 6.75%
Lehman Brothers Municipal
Bond Index* 6.48% 6.23% 7.66%
</TABLE>
* The Lehman Brothers Municipal Bond Index includes approximately 15,000
municipal bonds, rated Baa or better by Moody's, with a maturity of at least
two years. Bonds subject to the Alternative Minimum Tax or with floating or
zero coupons are excluded. The Index is unmanaged and results assume the
reinvestment of all income and capital gain distributions.
92
<PAGE> 98
NEW YORK TAX FREE FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee(2) 0.50% 0.50% 0.50%
Distribution and/or Service (12b-1) Fees(3) 0.25% 0.50% 0.50%
Other Expenses 0.82% 0.82% 0.82%
Total Annual Fund Operating Expenses(2) 1.57% 1.82% 1.82%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 603 $ 185 $ 685 $ 185 $ 285
3 years $ 923 $ 573 $ 873 $ 573 $ 573
5 years $1,267 $ 985 $1,185 $ 985 $ 985
10 years $2,233 $2,071 $2,071 $2,137 $2,137
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) The Manager has voluntarily agreed to reimburse the expenses of the New York
Tax Free Fund to the extent that operating expenses would exceed on an
annual basis 1.24% of average daily net assets for Class A shares and 1.49%
of average daily net assets for Class B and C shares. As a result, for the
fiscal year ended December 31, 1998, the management fee paid was 0.17% and
annual total fund operating expenses were 1.24% for Class A shares and 1.49%
for Class B and Class C shares. This reimbursement may be discontinued at
any time without notice.
(3) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
93
<PAGE> 99
MAINSTAY TAX FREE
BOND FUND
The Tax Free Bond Fund's investment objective is to provide a high level of
current income free from regular federal income tax, consistent with the
preservation of capital.
- ---------------------------
[start side-bar]Issuers of GENERAL OBLIGATION BONDS include states, counties,
cities, towns and regional districts. Payments of principal and interest are
secured by the issuer's pledge of its full faith, credit and taxing powers.
[end side-bar]
- ---------------------------
[start side-bar]REVENUE BONDS are issued to finance capital projects. They are
repaid from revenues raised by the project that the bonds finance. Many bonds
also provide additional security.[end side-bar]
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests in tax-exempt securities that are, at the time of
purchase, rated in one of the top four categories (or short-term tax-exempt
securities rated in one of the top three categories) by Moody's or S&P. Not more
than 20% of the Fund's net assets may be invested in unrated tax-exempt
securities that are deemed by MacKay-Shields Financial Corporation, the Fund's
Subadviser, to be of comparable quality.
The Fund normally invests at least 80% of its net assets in "municipal bonds"
issued by, or on behalf of, the
- - states
- - District of Columbia
- - territories, commonwealths and possessions of the United States and their
political subdivisions
- - agencies, authorities and instrumentalities of these entities
The two main types of municipal bonds are GENERAL OBLIGATION and REVENUE BONDS.
The Fund may not invest more than 20% of its net assets in tax-exempt securities
subject to the federal alternative minimum tax (AMT) for individual
shareholders.
94
<PAGE> 100
TAX FREE BOND FUND
INVESTMENT PROCESS
The Subadviser uses a combined approach to investing, analyzing economic trends
as well as factors pertinent to particular issuers and securities.
Up to 25% of the Fund's total assets may be invested in industrial development
bonds. The Fund also may invest in pollution control bonds and ZERO COUPON
BONDS.
The Fund may also invest more than 25% of its total assets in municipal bonds
that are related in such a way that an economic, business or political
development or change affecting one such security could also affect the other
securities (for example, securities whose issuers are located in the same
state.)
Some of the Fund's earnings may be subject to federal tax and most may be
subject to state and local taxes.
PRINCIPAL RISKS
The values of debt securities fluctuate depending upon various factors,
including
- - interest rates
- - issuer creditworthiness
- - market conditions
- - maturities
Consistent with its principal investment strategies, the Fund's investments
include derivatives, such as call and put options, futures contracts on debt
securities or securities indexes and options on futures contracts. The Fund may
use derivatives to try to enhance returns or reduce the risk of loss (hedge) of
certain of its holdings. Regardless of the purpose, the Fund may lose money
using derivatives. The use of derivatives may increase the volatility of the
Fund's net asset value and may involve a small investment of cash relative to
the magnitude of risk assumed.
INDUSTRIAL DEVELOPMENT, POLLUTION CONTROL, and REVENUE BONDS are generally not
secured by the taxing power of the municipality but are secured by revenues paid
by the industrial user. This means that if the industrial user cannot repay
principal and/or interest on the bonds, the Fund may lose money.
To help you decide whether taxable or nontaxable yields are better for you, see
Appendix A for a comparative yield table.
- ---------------------------
[start side-bar]ZERO COUPON BONDS are debt obligations issued without any
requirement for the periodic payment of interest. They are issued at a
significant discount to their face value and tend to be more volatile than
conventional debt securities.[end side-bar]
- ---------------------------
[start side-bar]INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL BONDS are
generally revenue bonds and are issued by, or on behalf of, public authorities
or investor-owned companies to raise money to finance various privately
operated facilities.[end side-bar]
95
<PAGE> 101
TAX FREE BOND FUND
[Tax Free Bond Fund Bar Chart]
<TABLE>
<CAPTION>
89 90 91 92 93 94 95 96 97 98
-- -- -- -- -- -- -- -- -- --
<S> <S> <S> <S> <C> <C> <C> <C> <C> <C>
7.38 4.68 10.89 8.41 10.39 -6.02 14.86 3.33 8.80 4.83
</TABLE>
ANNUAL RETURNS, CLASS B SHARES
(by calendar year 1989-1998)
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. Performance figures for Class A shares,
first offered on January 3, 1995, include the historical performance of Class B
shares from inception (May 1, 1986) up to December 31, 1994. Performance figures
for Class C shares, first offered on September 1, 1998, include the historical
performance of Class B shares from inception up to August 31, 1998. Performance
data has been adjusted to reflect actual sales loads, but has not been adjusted
to reflect differences in service and/or distribution fees. Performance data for
the classes after these dates vary based on differences in their fee and expense
structures. Sales loads are not reflected in the bar chart or in the best and
worst quarterly returns. If they were, returns would be less than those shown.
Sales loads are reflected in the average annual total returns. As with all
mutual funds, past performance is not necessarily an indication of how the Fund
will perform in the future.
BEST AND WORST QUARTERLY RETURNS, CLASS B SHARES
(1989-1998)
<TABLE>
<CAPTION>
RETURN QUARTER/YEAR
<S> <C> <C>
Highest return/best quarter 6.28% 1/95
Lowest return/worst quarter -5.12% 1/94
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/98)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Tax Free Bond Fund
Class A 0.26% 4.13% 6.21%
Class B -0.17% 4.60% 6.62%
Class C 3.83% 4.93% 6.62%
Lehman Brothers Municipal
Bond Index* 6.48% 6.23% 8.22%
</TABLE>
* The Lehman Brothers Municipal Bond Index includes approximately 15,000
municipal bonds, rated Baa or better by Moody's, with a maturity of at least
two years. Bonds subject to the Alternative Minimum Tax or with floating or
zero coupons are excluded. The Index is unmanaged and results assume the
reinvestment of all income and capital gain distributions.
96
<PAGE> 102
TAX FREE BOND FUND
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)(1) None 5.00% 1.00%
Exchange Fee * * *
Maximum Account Fee ** ** **
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted
from Fund assets)
Management Fee 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees(2) 0.25% 0.50% 0.50%
Other Expenses 0.17% 0.17% 0.17%
Total Annual Fund Operating Expenses 1.02% 1.27% 1.27%
</TABLE>
EXAMPLE
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and reflects what you
would pay if you redeemed all your shares or if you hold them. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. Your actual costs may be higher or lower
than those shown below. There is no sales charge (load) on reinvested dividends.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
Assuming no Assuming redemption Assuming no Assuming redemption
Expenses after redemption at the end of each period redemption at the end of each period
<S> <C> <C> <C> <C> <C>
1 year $ 549 $ 129 $ 629 $ 129 $ 229
3 years $ 760 $ 403 $ 703 $ 403 $ 403
5 years $ 988 $ 697 $ 897 $ 697 $ 697
10 years $1,642 $1,464 $1,464 $1,534 $1,534
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250 ($500 for the Money Market Fund). There are exceptions. See the
Shareholder Guide.
(1) Generally, Class A shares of the Funds are not subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge of
1.00% will be imposed on certain redemptions of Class A shares that were
purchased at net asset value, effected within one year of the date of
purchase. The amount of the contingent deferred sales charge applicable to
Class B shares will depend on the number of years since the shareholder
purchased the shares being redeemed. A contingent deferred sales charge of
1.00% will be imposed on redemptions of Class C shares effected within one
year of the date of purchase.
(2) Because the distribution fee is an annual fee charged against the assets of
a Fund, long-term shareholders may indirectly pay an amount that is more
than the economic equivalent of paying other types of sales charges.
97
<PAGE> 103
MORE ABOUT PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS
Information about each Fund's principal investments, investment practices and
principal risks appears at the beginning of the prospectus. The information
below describes in greater detail the principal investments, investment
practices and risks pertinent to a Fund.
DERIVATIVE SECURITIES
The value of derivatives is based on certain underlying equity or fixed-income
securities, interest rates, currencies or indexes. Derivative securities may be
hard to sell and are very sensitive to changes in the underlying security,
interest rate or index, and as a result can be highly volatile. If a Subadviser
is wrong about its expectations of changes in interest rates or market
conditions, the use of derivatives could result in a loss. The Fund could also
lose money if the counterparty to the transaction does not meet its obligations.
In addition, the leverage associated with inverse floaters, a type of
derivative, may result in greater volatility in their market value than other
income-producing securities.
Mortgage-related and asset-backed securities
Mortgage-related (including mortgage-backed) and asset-backed securities are
securities whose value is based on underlying pools of loans that may include
interests in pools of lower-rated debt securities, consumer loans or mortgages,
or complex instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be significantly
affected by changes in interest rates, the market's perception of issuers and
the creditworthiness of the parties involved. The Subadviser's ability to
correctly forecast interest rates and other economic factors correctly will
impact the success of investments in mortgage-related and asset-backed
securities. Some securities may have a structure that makes their reaction to
interest rate changes and other factors difficult to predict, making their value
highly volatile. These securities may also be subject to prepayment risk if
interest rates fall and if the security has been
98
<PAGE> 104
purchased at a premium the amount of some or all of the premium may be lost in
the event of prepayment.
Swap agreements
Certain Funds may enter into interest rate, index and currency exchange rate
swap agreements to attempt to obtain a desired return at a lower cost than a
direct investment in an instrument yielding that desired return.
Whether a Fund's use of swap agreements will be successful will depend on
whether the Subadviser correctly predicts movements in interest rates, indexes
and currency exchange rates. Because they are two-party contracts and because
they may have terms of greater than seven days, swap agreements may be
considered to be illiquid. There is a risk that the other party could go
bankrupt and the Fund would lose the value of the security it should have
received in the swap. See Tax Status in the SAI for information regarding the
tax considerations relating to swap agreements.
Risk management techniques
Various techniques can be used to increase or decrease a Fund's exposure to
changing security prices, interest rates, currency exchange rates, commodity
prices or other factors that affect security values. These techniques may
involve derivative transactions such as buying and selling futures contracts and
options on futures contracts, entering into foreign currency transactions (such
as forward foreign currency exchange contracts and options on foreign
currencies) and purchasing put or call options on securities and securities
indexes.
These practices can be used in an attempt to adjust the risk and return
characteristics of their portfolios of investments. For example, to gain
exposure to a particular market, a Fund may be able to purchase a futures
contract with respect to that market. When a Fund uses such techniques in an
attempt to reduce risk it is known as "hedging". If a Fund's Subadviser judges
market conditions incorrectly or employs a strategy that does not correlate well
with the Fund's investments, these techniques could result in a loss, regardless
of whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a Fund and may involve a small investment of cash
relative to the magnitude of the risk assumed. In addition, these techniques
could result in a loss if the counterparty to the transaction does not perform
as promised.
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Debt securities are often issued on a when-issued basis. The price (or yield) of
such securities is fixed at the time a commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
During the period between purchase and settlement, no payment is made by the
Fund and no interest accrues to
99
<PAGE> 105
the Fund. The security could be worth less when it is issued than the price the
Fund agreed to pay when it made the commitment. Similarly, a Fund may commit to
purchase a security at a future date at a price determined at the time of the
commitment. The same procedures for when-issued securities will be followed.
FOREIGN SECURITIES
Foreign investments could be more difficult to sell than U.S. investments. They
also may subject the Fund to risks different from investing in domestic
securities. Investments in foreign securities involve difficulties in receiving
or interpreting financial and economic information, possible imposition of
taxes, higher brokerage and custodian fees, possible currency exchange controls
or other government restrictions, including possible seizure or nationalization
of foreign deposits or assets. Foreign securities may also be less liquid and
more volatile than U.S. securities. There may also be difficulty in invoking
legal protections across borders. In addition, investment in emerging market
countries presents risks in greater degree than those presented by investment in
foreign issuers in countries with developed securities markets and more advanced
regulatory systems.
Some foreign securities are issued by companies organized outside the United
States and are traded only or primarily in trading markets outside the United
States. These foreign securities can be subject to most, if not all, of the
risks of foreign investing. Some foreign securities are issued by companies
organized outside the United States but are traded in U.S. securities markets
and are denominated in U.S. dollars. For example, American Depositary Receipts
and shares of some large foreign-based companies are traded on principal U.S.
exchanges. Other securities are not traded in the United States but are
denominated in U.S. dollars. These securities are not subject to all the risks
of foreign investing. For example, foreign trading market or currency risks will
not apply to dollar denominated securities traded in U.S. securities markets.
Many of the foreign securities in which the Funds invest will be denominated in
foreign currencies. Changes in foreign exchange rates will affect the value of
securities denominated or quoted in foreign currencies. Exchange rate movements
can be large and can endure for extended periods of time, affecting either
favorably or unfavorably the value of the Funds' assets. A Fund may, however,
engage in foreign currency transactions to attempt to protect itself against
fluctuations in currency exchange rates in relation to the U.S. dollar. See
"Risk Management Techniques."
LENDING OF PORTFOLIO SECURITIES
Portfolio securities may be lent to brokers, dealers and financial institutions
to realize additional income under guidelines adopted by the Board of Trustees.
The risks in lending portfolio securities, as with other
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<PAGE> 106
extensions of credit, consist of possible loss of rights in the collateral
should the borrower fail financially. In determining whether to lend securities,
a Fund's Subadviser will consider all relevant facts and circumstances,
including the creditworthiness of the borrower.
MUNICIPAL SECURITIES AND MUNICIPAL LEASE OBLIGATIONS
The two main types of municipal bonds are "general obligation" and "revenue"
bonds. "General obligation" bonds are secured by the issuer's pledge of its full
faith, credit and taxing power to repay the principal and interest. "Revenue"
bonds are repaid from the revenue of a particular facility (or group of
facilities) or from proceeds of a specific revenue source. (Examples: bonds used
to raise funds for highways, airports and hospitals.)
Municipal lease obligations are tax-exempt securities that may be supported by a
lease or an installment purchase contract issued by state and local government
authorities to acquire funds to obtain the use of a wide variety of equipment
and facilities such as fire and sanitation vehicles, computer equipment and
other capital assets. These obligations, which may be secured or unsecured, are
not general obligations and may be less likely to repay principal and interest.
RISKS OF INVESTING IN HIGH YIELD SECURITIES ("JUNK BONDS")
Debt securities rated lower than Baa by Moody's or BBB by S&P or, if not rated,
determined to be of equivalent quality by the Subadviser are sometimes referred
to as junk bonds and are considered speculative.
Investment in high yield bonds involves special risks in addition to the risks
associated with investments in higher rated debt securities. High yield bonds
may be regarded as predominantly speculative with respect to the issuer's
continuing ability to meet principal and interest payments. Moreover, such
securities may, under certain circumstances, be less liquid than higher rated
debt securities.
PORTFOLIO TURNOVER
Portfolio turnover measures the amount of trading a Fund does during the year.
The portfolio turnover for each Fund is found in its Financial Highlights. The
use of certain investment strategies may generate increased portfolio turnover.
Funds with high turnover rates (over 100%) often have higher transaction costs
(which are paid by the Fund) and may generate short-term capital gains (on which
you'll pay taxes, even if you don't sell any shares by year-end).
TEMPORARY DEFENSIVE INVESTMENTS
In times of unusual or adverse conditions, for temporary defensive purposes,
each Fund may invest outside the scope of its principal investment focus. Under
such conditions, each Fund may invest without limit in money market and other
investments and as described in the next section of the prospectus. During such
times, a Fund may not
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<PAGE> 107
invest in accordance with its investment objective or investment strategies and,
as a result, may not achieve its investment objectives.
In times of unusual or adverse market, economic or political conditions, for
temporary defensive purposes, the High Yield Corporate Bond Fund may invest
without limit in cash and cash equivalents. During this time, the Fund may
invest without limit in securities rated A or higher by Moody's or S&P and may
invest more than 35% of its total assets in U.S. government securities.
In times of unusual or adverse market, economic or political conditions, for
temporary defensive purposes the California and New York Tax Free Funds may each
invest without limit in cash and cash equivalents.
Each of the California Tax Free and New York Tax Free Funds may also, for
temporary defensive purposes, invest more than 25% of its total assets in
INDUSTRIAL DEVELOPMENT and POLLUTION CONTROL bonds where the users of facilities
financed by such bonds are located in the same geographic region or where the
proceeds are used to finance similar types of projects.
In cases where users are in the same locale, or where proceeds are used for
similar projects, there may be additional risk. In an economic downturn in the
area, or if a business or political development affects the area or type of
project, there could generally be less need for the facilities. This means that
if the industrial user cannot repay principal and/or interest on the bonds, the
Fund may lose money.
In addition, in adverse market conditions such as an uncertain interest rate
environment or when, in the opinion of the Funds' Subadviser, no suitable
tax-exempt securities are available, each Fund may temporarily invest more than
20% of its total assets in:
- - taxable money market instruments
- - tax-exempt securities of another state which are not exempt from taxes in
California or New York, as applicable
- - tax-exempt securities subject to the AMT
Only those tax-exempt securities of another state which satisfy the applicable
credit and quality standards for California tax-exempt securities may be
purchased by the California Tax Free Fund and only those tax-exempt securities
of another state that satisfy the applicable credit and quality standards for
New York tax-exempt securities may be purchased by the New York Tax Free Fund.
In unusual market conditions, the International Equity Fund may invest all or a
portion of its assets in equity securities of U.S. issuers, investment grade
notes and bonds, and cash and cash equivalents.
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<PAGE> 108
SPECIAL RISK CONSIDERATIONS FOR THE
CALIFORNIA TAX FREE FUND AND
NEW YORK TAX FREE FUND
California municipal securities
Investors should be aware that certain California Constitutional amendments,
legislative measures, executive orders, administrative regulations and voter
initiatives could result in certain adverse consequences affecting California
municipal securities. For instance, certain provisions of the California
Constitution and statutes that limit the taxing and spending authority of
California governmental entities may impair the ability of the issuers of some
California municipal securities to maintain debt service on their obligations.
Other measures affecting the taxing or spending authority of California or its
political subdivisions may be approved or enacted in the future.
New York municipal securities
Investors should be aware that New York State and New York City face long-term
economic problems which could seriously affect their ability and that of other
issuers of New York municipal securities to meet their financial obligations.
The credit standings of New York State and of certain local governments
(including New York City) have been, and could be further, reduced.
For a discussion of certain matters relating to the fiscal policies and
financial condition of the states of California and New York and their political
subdivisions, see the SAI.
THE EQUITY INDEX FUND GUARANTEE
NYLIFE Inc. ("NYLIFE"), a New York corporation and a wholly owned subsidiary of
New York Life Insurance Company ("New York Life"), will guarantee
unconditionally and irrevocably pursuant to a Guaranty Agreement between NYLIFE
and the Equity Index Fund (the "Guarantee") that if, exactly ten (10) years from
the date of purchase (the "Guarantee Date"), the net asset value of a unit equal
to the net asset value of a Fund share when purchased, plus the value of all
dividends and distributions paid, including cumulative reinvested dividends and
distributions attributable to such share paid during that 10-year period
("Guaranteed Share"), is less than the public offering price initially paid for
the share ("Guaranteed Amount"), NYLIFE will pay for disbursement to
shareholders an amount equal to the difference between the Guaranteed Amount for
each such share and the net asset value of each such Guaranteed Share
outstanding and held by shareholders as of the close of business on the
Guarantee Date. There is no charge to the Fund or its shareholders for the
Guarantee.
If the Fund pays a dividend or distribution in cash to all Fund shareholders,
the amount of the distribution shall reduce the Guaranteed Amount with respect
to each Guaranteed Share in the amount of such
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<PAGE> 109
cash distribution. Fund shares may be redeemed or exchanged by shareholders
prior to their Guarantee Date. However, any such redeemed or exchanged shares
will lose the benefit of the Guarantee.
Following the Guarantee Date, the shares of the Equity Index Fund will be
subject to those risks normally associated with an investment in shares of a
mutual fund that invests in securities represented in the Index.
NYLIFE is a New York holding company incorporated on January 26, 1984. Audited
financial statements for NYLIFE for its most recent fiscal year ended December
31, 1998, appear in the SAI.
New York Life is a mutual life insurance company. Payment obligations under the
Guarantee will be solely the obligations of NYLIFE. None of the Fund, New York
Life, MainStay Management Inc., Monitor, NYLIFE Distributors Inc., NYLIFE
Securities Inc., any of their affiliates nor any other party is undertaking any
obligation to the Fund or its shareholders with respect to the Guarantee. New
York Life is not obligated to pay any claim under the Guarantee or to make
additional capital contributions to NYLIFE.
For more information on the Guarantee, see the SAI.
OTHER INFORMATION
Year 2000 issue
The services provided to the Funds by the Manager, the Subadvisers and the
Funds' other service providers (including foreign subcustodians and
depositories) are dependent on those service providers' computer systems. Many
computer software and hardware systems in use today cannot distinguish between
the year 2000 and the year 1900 because of the way dates are encoded and
calculated (the "Year 2000 Issue"). The failure to make this distinction could
have a negative implication on handling securities trades, pricing and account
services. The Manager, the Subadvisers and the Funds' other service providers
are taking steps that each believes are reasonably designed to address the Year
2000 Issue with respect to the computer systems that they use. The Funds have no
reason to believe these steps will not be sufficient to avoid any material
adverse impact on the Funds, although there can be no assurances. The costs or
consequences of incomplete or untimely resolution of the Year 2000 Issue are
unknown to the Manager, the Subadvisers and the Funds' other service providers
at this time but could have a material adverse impact on the operations of the
Funds and the Manager, the Subadvisers and the Funds' other service providers.
In addition, companies in which the Funds invest may experience Year 2000 Issue
difficulties which could adversely impact their business and adversely affect
the value of the securities issued by them.
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[This page intentionally left blank]
105
<PAGE> 111
- ---------------------------
[start side-bar] If you invest $1 million or more:
- - you may only buy Class A shares
- - you do not have to pay an initial sales charge, but you may have to pay a
CDSC[end side-bar]
SHAREHOLDER
GUIDE
The following pages are intended to help you understand the costs associated
with buying, holding and selling your MainStay investments.
BEFORE YOU INVEST:
DECIDING WHICH MAINSTAY CLASS OF SHARES TO BUY
MainStay Funds offers three share classes: A, B and C. These classes differ only
in their sales, service and/or distribution expenses and any other specific
expenses the Board of Trustees may approve. Your investment professional can
help you decide which is best for you. When you invest in Class A shares you
generally pay an initial sales charge, but Class A shares have lower ongoing
service and/or distribution expenses than either Class B or Class C shares.
(These service and/or distribution expenses are also known as Rule 12b-1 fees;
none of the Money Market Fund share classes charges for sales or distribution.)
The table below outlines fee arrangements for each share class. A more complete
description of each class follows the table. You may want to review these
arrangements with your investment professional before selecting which class to
invest in.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
<S> <C> <C> <C>
Initial sales charge Yes No No
Ongoing service 0.25% 0.75% 0.75% distribution(1)
and/or distribution distribution(1) 0.25% service
fee 0.25% service 1.00% total(2)
1.00% total(2)
Contingent deferred None in Sliding scale over 1% on sale of shares
sales charge most cases six years held for one year or less
Conversion feature No Yes No
</TABLE>
(1) 0.25% for the California Tax Free, New York Tax Free and Tax Free Bond
Funds.
(2) 0.50% for the California Tax Free, New York Tax Free and Tax Free Bond
Funds.
CLASS A SHARE CONSIDERATIONS
- - The lower service and/or distribution fee for Class A shares means the shares
you own will generate more net income than the same number of Class B or Class
C shares. Depending on the length of time you own your shares and the
performance of your MainStay investment, the higher income may compensate for
the higher initial cost.
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<PAGE> 112
SHAREHOLDER GUIDE
- - When you invest in Class A shares, you pay the public offering price, which is
the share price, or net asset value, plus the initial sales charge. The
initial sales charges is based on the amount of your investment, as shown in
the tables below.
Equity Index Fund
<TABLE>
<CAPTION>
PURCHASE SALES CHARGE AS A SALES CHARGE
AMOUNT % OF OFFERING PRICE AS A % OF NAV
<S> <C> <C>
Less than $100,000 3.00% 3.09%
$100,000 to $249,999 2.50% 2.56%
$250,000 to $499,999 2.00% 2.04%
$500,000 to $999,999 1.50% 1.52%
$1,000,000 or more* None None
</TABLE>
Global High Yield Fund, Government Fund, International Bond Fund, High Yield
Corporate Bond Fund, Strategic Income Fund, California Tax Free Fund, New York
Tax Free Fund, Tax Free Bond Fund
<TABLE>
<CAPTION>
PURCHASE SALES CHARGE AS A SALES CHARGE
AMOUNT % OF OFFERING PRICE AS A % OF NAV
<S> <C> <C>
Less than $100,000 4.50% 4.71%
$100,000 to $249,000 3.50% 3.63%
$250,000 to $499,000 2.50% 2.56%
$500,000 to $999,000 2.00% 2.04%
$1,000,000 or more* None None
</TABLE>
Small Cap Growth Fund, Small Cap Value Fund, Blue Chip Growth Fund, Capital
Appreciation Fund, International Equity Fund, Convertible Fund, Equity Income
Fund, MAP Equity Fund, Growth Opportunities Fund, Research Value Fund, Strategic
Value Fund, Total Return Fund, Value Fund
<TABLE>
<CAPTION>
PURCHASE SALES CHARGE AS A SALES CHARGE
AMOUNT % OF OFFERING PRICE AS A % OF NAV
<S> <C> <C>
Less than $50,000 5.50% 5.82%
$50,000 to $99,999 4.50% 4.71%
$100,000 to $249,999 3.50% 3.63%
$250,000 to $499,999 2.50% 2.56%
$500,000 to $999,999 2.00% 2.04%
$1,000,000 or more* None None
</TABLE>
* No sales charge applies on investments of $1 million or more, but a contingent
deferred sales charge of 1% is imposed on certain redemptions of such shares
within one year of the date of purchase.
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SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]There are several ways to reduce sales charges. These include
making large investments when you buy shares, combining new purchases with
previous purchases, signing a letter of intent or using a reinvestment
privilege when you redeem shares. For more information, call 1-800-MAINSTAY or
your investment professional.[end side-bar]
Although an investor will not pay an initial sales charge on investments of $1
million or more, NYLIFE Distributors, Inc., the Funds' distributor, may pay,
from its own resources, a commission to dealers on such investments.
Since some of your investment goes to pay an up-front sales charge, you start
owning fewer shares. But you're usually better off paying an up-front sales
charge if you:
- - plan to own the shares for an extended period of time, since the ongoing Rule
12b-1 fees on Class B and Class C shares will eventually exceed the cost of
the up-front sales charge, or
- - qualify for a reduced sales charge
Under certain circumstances you can purchase Class A shares at NAV. However,
certain redemptions of Class A shares purchased at NAV may be subject to a 1%
contingent deferred sales charge if made within one year of purchase. See the
SAI.
CLASS B SHARE CONSIDERATIONS
- - Since you pay no initial sales charge, an investment of less than $1 million
in Class B shares buys more shares than the same investment would in Class A
shares, but you pay higher ongoing service and/or distribution fees which
means that, compared to Class A shares:
- you receive lower dividends
- your NAV will generally be lower
- total performance per share will be lower
- - In most circumstances, you pay a contingent deferred sales charge if you sell
Class B shares within six years of buying them, as shown in the following
table:
<TABLE>
<CAPTION>
FOR SHARES CONTINGENT DEFERRED SALES CHARGE AS A
SOLD IN THE: % OF AMOUNT REDEEMED SUBJECT TO THE CHARGE
<S> <C>
First year 5.0%
Second year 4.0%
Third year 3.0%
Fourth year 2.0%
Fifth year 2.0%
Sixth year 1.0%
Thereafter None
</TABLE>
There are exceptions. See the SAI.
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SHAREHOLDER GUIDE
- - When you sell Class B shares, MainStay first redeems the shares you've held
longest to minimize your sales charges.
- - Class B shares convert to Class A shares at the end of the calendar quarter
eight years after the date they were purchased. This reduces their
distribution fees.
- - If you owned your Class B shares on October 24, 1997, when the conversion
feature was implemented, they will be converted on or about December 31, 2005.
- - MainStay expects all share conversions to be made on a tax-free basis. If this
cannot be reasonably assured, the Trustees reserve the right to modify or
eliminate this share class conversion feature.
CLASS C SHARE CONSIDERATIONS
- ---------------------------
[start side-bar]Unlike Class B shares, Class C shares will never convert to
Class A shares. As a result, Class C shareholders pay higher ongoing Rule 12b-1
fees for the life of their investment.[end side-bar]
- - Since you pay no initial sales charge, an investment of less than $1 million
in Class C shares buys more shares than the same investment would in Class A
shares, but you pay higher ongoing service and/or distribution fees. That
means the Class C shares you own will generate less net income than the same
number of Class A shares.
- - You pay a 1% sales charge only on shares held for one year or less, but you
pay higher ongoing service and/or distribution fees for the life of your
investment.
- - As is the case with Class B shares, MainStay first redeems the Class C shares
you've held longest to minimize your sales charges.
- - You pay higher ongoing service and/or distribution fees, which means that,
compared to Class A shares:
- you receive lower dividends
- your NAV will generally be lower
- total performance per share will be lower
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<PAGE> 115
SHAREHOLDER GUIDE
The Distributor or its affiliates, at their expense, also may from time to time
provide additional promotional incentives and/or compensation, including
commission payments for sales of Class B shares, to dealers who sell Fund shares
or provide services to shareholders.
INFORMATION ON FEES AND SALES CHARGES
Rule 12b-1 plans
Each Fund, other than the Money Market Fund, has adopted a distribution plan
under Rule 12b-1 of the Investment Company Act of 1940 for each class of shares.
Rule 12b-1 service and/or distribution fees are paid to the Distributor monthly
and calculated on a Fund's average daily net assets of a given class at the
annual rate as shown in the table above. The Class A Rule 12b-1 fee may be paid
for distribution or service activities as designated by the Distributor. The
Class B and Class C Rule 12b-1 distribution fees are paid for distribution
activities. The Class B and Class C Rule 12b-1 service fees are paid to the
Distributor for providing shareholders with personal services and maintaining
shareholder accounts. Because Rule 12b-1 fees are ongoing, over time they will
increase the cost of an investment in the Funds and may cost more than other
types of sales charge.
Contingent deferred sales charge, Class B and Class C
A contingent deferred sales charge will be imposed on redemptions of Class B and
Class C shares of the Funds, at the rates described above, at the time of any
redemption by a shareholder that reduces the current value of the shareholder's
Class B or Class C account in any Fund to an amount that is lower than the
amount of all payments by the shareholder for the purchase of Class B shares in
that Fund during the preceding six years or Class C shares in that Fund for the
preceding year.
However, no such charge will be imposed to the extent that the net asset value
of the Class B or Class C shares redeemed does not exceed:
- - the current aggregate net asset value of Class B or Class C shares of that
Fund purchased more than six years prior to the redemption for Class B shares
or more than one year prior to the redemption for Class C shares, plus
- - the current aggregate net asset value of Class B or Class C shares of that
Fund purchased through reinvestment of dividends or distributions, plus
- - increases in the net asset value of the investor's Class B shares of that Fund
above the total amount of payments for the purchase of Class B shares of that
Fund made during the preceding six years for Class B shares or one year for
Class C shares.
The amount of any contingent deferred sales charge will be paid to and retained
by the Distributor.
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<PAGE> 116
SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]"Good order" means all the necessary information, signatures
and documentation have been received.[end side-bar]
BUYING AND SELLING MAINSTAY SHARES
How to Open Your MainStay Account
Return your completed MainStay application with a check for the amount of your
investment to your investment professional. If your initial investment is at
least $5,000 in any Fund but the Money Market Fund, have your investment
professional place your order by phone.
(MainStay cannot process Money Market Fund purchases by phone.) If you place
your order by phone, MainStay must receive your completed application and check
in good order within three business days.
When you open your account, you may also want to decide which buying and selling
options described below to choose, including transactions by wire. In most
cases, these choices can be made later in writing, but it may be quicker and
more convenient to decide on them when you open your account.
You buy shares at net asset value (plus, for Class A shares, any applicable
sales charge). NAV is generally calculated as of the close of trading on the New
York Stock Exchange (usually 4 pm Eastern time, except for the Money Market
Fund, which is calculated at noon) every day the Exchange is open. When you buy
shares, you must pay the next NAV calculated after MainStay Shareholder
Services, Inc., the Funds' transfer agent ("MSS") receives your order in good
order.
Investment minimums
- ---------------------------
[start side-bar]The minimum initial investment amount (except for Equity Index
Fund) is waived for purchase by the Trustees, New York Life and its
subsidiaries and their employees, officers, directors or agents.[end side-bar]
- - $500 for any single MainStay Fund except Money Market Fund and Equity Index
Fund
- - $1,000 for the Money Market Fund and the Equity Index Fund
- - $50 for each subsequent investment except for Equity Index Fund, which is
$1,000
- - $100 for purchases through a systematic investment plan (except for Money
Market and Equity Index Funds)
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SHAREHOLDER GUIDE
BUYING AND SELLING MAINSTAY SHARES
OPENING YOUR ACCOUNT
<TABLE>
<CAPTION>
HOW DETAILS
<S> <C> <C>
BY PHONE: Through your investment * You cannot buy Money Market Fund shares by phone
professional: Between 8 am * MainStay must receive your check within three
and 6 pm Eastern time any business days of placing your order. If not,
day the New York Stock MainStay can cancel your order and hold you liable
Exchange is open; call for costs incurred in placing it.
before 4 pm to buy shares * $5,000 minimum
at the current day's prices
(NAV).
</TABLE>
BUYING ADDITIONAL SHARES
<TABLE>
<CAPTION>
HOW DETAILS
<S> <C> <C>
BY WIRE: To buy shares the same day, Have your investment professional phone in your order
MainStay must receive your and wire the purchase amount to:
telephone order by noon State Street Bank and Trust Company
Eastern time and your wired * ABA #011 0000 28
money by 4 pm. * Attn: Custody and Shareholder Services
* Fund name and class
* your account number
* name(s) of investor(s)
ELECTRONICALLY: ACH Call 1-800-MainStay
Eligible investors can
purchase shares by using
electronic debits from a
designated bank account.
BY MAIL: Address your order to: Make your check payable to The MainStay Funds. Be
The MainStay Funds sure to write on your check the Fund name, account
P.O. Box 8401 number and class of shares.
Boston, MA 02266-8401 * $50 minimum (except Equity Index Fund, which is
$1,000)
Send overnight orders to:
The MainStay Funds
c/o Boston Financial
Data Services
2 Heritage Drive
North Quincy, MA 02171-2138
</TABLE>
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<PAGE> 118
SHAREHOLDER GUIDE
SELLING SHARES
<TABLE>
<CAPTION>
HOW DETAILS
<S> <C> <C>
BY PHONE: TO RECEIVE PROCEEDS BY * The maximum order MainStay can process is $100,000.
CHECK: * MainStay will only send checks to the account's
Through your investment owner at the owner's address of record and will not
professional, or call send checks to addresses on record for 30 days or
1-800-MAINSTAY between 8 am less.
and 6 pm Eastern time any * MainStay will not process sales orders for shares
day the New York Stock bought within the previous ten days.
Exchange is open; call
before 4 pm to sell shares
at the current day's prices
(NAV).
TO RECEIVE PROCEEDS BY * MainStay must have your bank account information on
WIRE: file.
Call 1-800-MAINSTAY. * Generally, after receiving your sell order by
Eligible investors may sell phone, MainStay will send the proceeds by bank wire
shares and have proceeds to your designated bank account the next business
electronically credited to day, although it may take up to seven days to do
a designated bank account. so. Your bank may charge you a fee to receive the
You can have redemption wire transfer.
proceeds wired any day * MainStay charges a $10 fee per transaction.
banks and the New York * $5,000 minimum.
Stock Exchange are open.
BY MAIL: Address your order to: Write a letter of instruction that includes:
The MainStay Funds * your name(s) and signature(s)
P.O. Box 8401 * your account number
Boston, MA 02266-8401 * Fund name and class of shares
* dollar or share amount you want to sell
Send overnight orders to: Obtain a signature guarantee or other documentation,
The MainStay Funds if required. You must ask to sell your shares in
c/o Boston Financial writing and have your signature guaranteed if you:
Data Services * sell amounts of $100,000 or more, or
2 Heritage Drive * want to send redemptions to an address other than
North Quincy, MA the address of record or
02171-2138 * want redemptions made payable to someone other than
the account holder.
There is a $15 fee for checks mailed to you
overnight. There is a $10 fee for wire redemptions.
</TABLE>
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SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]Reinvestment won't relieve you of any tax consequences on gains
realized from the sale. The deductions for losses may, however, be denied and,
in some cases, sales charges may not be taken into account in computing gains
or losses if the reinvestment privilege is exercised.[end side-bar]
- ---------------------------
[start side-bar]CONVENIENT, YES . . .
BUT NOT RISK-FREE. Telephone redemption privileges are
convenient, but you give up some security. When you sign the application to buy
shares, you agree that neither The MainStay Funds nor MSS will be liable for
following phone instructions that they reasonably believe are genuine. When
using the MainStay Audio Response System, you bear the risk of any loss from
your errors unless the Funds or MSS fail to use established safeguards for your
protection. These safeguards are among those currently in place at MainStay
Funds:[end side-bar]
- ---------------------------
[start side-bar]MainStay tries to make investing easy by offering a variety of
programs to buy, sell and exchange Fund shares. These programs make it
convenient to add to your investment and easy to access your money when you
need it.[end side-bar]
- - all phone calls
with service representatives are tape recorded; and
- - written confirmation of every transaction is sent to your address of record.
[end side-bar]
REDEMPTIONS-IN-KIND
The Trust reserves the right to pay certain redemptions, either totally or
partially, by a distribution-in-kind of securities (instead of cash) from the
applicable Fund's portfolio.
THE REINVESTMENT PRIVILEGE MAY HELP YOU AVOID SALES CHARGES
When you sell shares, you have the right--for 90 days--to reinvest any or all of
the money in the same class of any MainStay Fund without paying another sales
charge (as long as those shares haven't been reinvested once already). If you
paid a sales charge when you redeemed you'll receive a pro rata credit for
reinvesting.
MONEY MARKET FUND CHECK WRITING
You can sell shares of the Money Market Fund by writing checks for $100 or more.
You need to complete special forms to set up checkwriting privileges. You cannot
close your account by writing a check. This option is not available for IRAs or
qualified retirement plans.
SHAREHOLDER SERVICES
Automatic Services
Buying or selling shares automatically is easy with the services described
below. You select your schedule and amount, subject to certain restrictions. You
can set up most of these services with your application, or by calling
1-800-MAINSTAY for a form.
Systematic investing
MainStay offers three automatic investment plans.
AutoInvest
If you are authorized, you can automatically debit your designated bank account
by:
- - making regularly scheduled investments
- - purchasing shares whenever you choose
Dividend reinvestment
Automatically reinvest dividends and distributions from one MainStay Fund into
the same fund or the same class of any other MainStay Fund.
Payroll deductions
If your employer offers this option, you can make automatic investments through
payroll deduction.
SYSTEMATIC WITHDRAWAL PLAN
Withdrawals must be at least $100. You must have at least $10,000 in your
account at the time of request and shares must not be in certificate form. You
should not use a systematic withdrawal plan when you are regularly buying
shares. You will be paying sales charges to replace the shares you're selling.
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- -----------------------
[start side-bar]Selling and exchanging shares may result in a gain or loss and
therefore may be subject to taxation. Consult your tax adviser on the
consequences. When you sell exchanged shares, you will have to pay any
applicable sales charges.[end side-bar]
Exchanging shares among MainStay Funds
You exchange shares when you sell all or a portion of shares in one Fund and use
the proceeds to purchase shares of the same class of another Fund without paying
a sales charge. You may make exchanges from one MainStay Fund to another by
phone. There is also a systematic exchange program that allows you to make
regularly scheduled, systematic exchanges from one MainStay Fund to the same
class of another.
The Funds discourage frequent trading by shareholders among the Funds in
response to market fluctuations. Accordingly, in order to maintain a stable
asset base in each Fund and to reduce administrative expenses borne by each
Fund, five exchanges per account are permitted in each calendar year without the
imposition of any transaction fee; subsequently, a $10 processing fee will be
assessed per exchange and additional exchange requests may be denied. The
processing fee will not be charged on systematic exchanges, on exchanges
processed via MainStay's automated system and on certain accounts, such as
retirement plans and broker omnibus accounts where no participant is listed, for
which tracking data is not available.
In certain circumstances you may have to pay a sales charge.
Sales charges apply when you:
- - exchange Class A shares of the Money Market Fund for Class A shares of another
Fund, unless you've already paid the sales charge on those shares, or
- - exchange Class B shares of the Money Market Fund for Class B shares of another
Fund and redeem within six years of the original purchase, or
- - exchange Class C shares of the Money Market Fund for Class C shares of another
Fund and redeem within one year of the original purchase.
For example, if you sell Class B or Class C shares to buy Class A shares, you
may have to pay a deferred sales charge on the Class B or Class C shares, as
well as pay an initial sales charge on the purchase of Class A shares.
When you redeem exchanged shares you will have to pay any contingent deferred
sales charge.
For information about CDSC waivers, see the SAI.
INVESTING FOR RETIREMENT
You can purchase shares of any of the MainStay Funds, except the California Tax
Free Fund, New York Tax Free Fund and the Tax Free Bond Fund, for retirement
plans providing tax-deferred investments for individuals and institutions. You
can use MainStay Funds in established plans or the Distributor may provide the
required plan documents for selected plans. A plan document must be adopted for
a plan to be in existence.
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MainStay also provides custodial services for IRA, ROTH IRA, SEP, SARSEP, SIMPLE
IRA and Education IRA plans, and for 403(b)(7) Custodial Accounts. Plan
administration is also available for select qualified retirement plans.
Contributions made to such plans to the extent provided in federal income tax
law currently in effect, and earnings thereon, will not be taxable to the plan
participant until distribution. An investor should consult with his or her tax
adviser before establishing any tax-deferred retirement plan.
GENERAL POLICIES
Buying Shares
- - All investments must be in U.S. dollars with funds drawn on a U.S. bank. As a
rule, MainStay does not accept third-party checks, and it reserves the right
to limit the number of checks processed at one time. If your check does not
clear, your order will be canceled and you will be responsible for any losses
or fees MainStay incurs as a result.
Selling Shares
- - You may sell shares by calling or writing MSS or your investment professional.
MSS must receive your order in good order. If you have share certificates, you
must return them with a written redemption request.
- - Your shares will be sold at the next NAV calculated after MSS receives your
order in good order. MainStay will make the payment, minus any deferred sales
charge, within seven days after receiving your request in good order.
- - If you buy shares by check or by ACH purchase and quickly decide to sell them
the Fund may withhold payment for 10 days from the date the check is received.
- - When you sell Class B or Class C shares, the Fund will recover any applicable
sales charges either by selling additional shares, if available, or by
reducing your proceeds by the amount of those charges.
- - There will be no redemption during any period in which the right of redemption
is suspended or date of payment is postponed because the New York Stock
Exchange is closed or trading on the Exchange is restricted or the SEC deems
an emergency to exist.
- - Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as MSS takes reasonable
measures to verify the order.
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SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]A signature guarantee helps protect against fraud. You can
obtain one from most banks, credit unions and securities dealers, but not from
a notary public. For joint accounts, each signature must be guaranteed. Please
call MSS at 1-800- MAINSTAY to ensure that your signature will be guaranteed by
an appropriate institution.[end side-bar]
- ---------------------------
[start side-bar]The policies and fees described in this prospectus govern
transactions with the MainStay Funds. If you invest through a third
party--bank, broker, 401(k) plan, financial adviser or financial
supermarket--there may be transaction fees for and you may be subject to
different investment minimums or limitations on buying or selling shares.
Consult a representative of your plan or financial institution if in doubt.[end
side-bar]
- - MainStay requires a written order to sell shares if:
- an account has submitted a change of address in the previous thirty days and
you request your redemption by phone
- - MainStay requires a written order to sell shares and a signature guarantee if:
- MainStay does not have required bank information
- the proceeds from the sale will exceed $100,000
- the proceeds of the sale are to be sent to an address other than the address
of record
- the proceeds are to be payable to someone other than the account holder
MainStay also reserves the right to limit the number of checks processed at one
time. Telephone purchase orders must be at least $5,000 per Fund. You may not
buy shares of the Money Market Fund by phone. Wires are not accepted when the
New York Stock Exchange or banks are closed.
You will receive notice in writing if MainStay revises or terminates the
systematic withdrawal plan or the exchange privileges.
In the interests of all shareholders, MainStay reserves the right to:
- - refuse any purchase or exchange requests that could adversely affect a Fund or
its operations, including those from any individual or group who, in the
Fund's judgment, is likely to engage in excessive trading
- - change or discontinue its exchange privilege upon notice to shareholders, or
temporarily suspend this privilege without notice under extraordinary
circumstances
- - charge a $12 annual account fee (maximum of $36 per social security or tax
I.D. number) on accounts with balances less than $250 (or $500 in the Money
Market Fund). The fee is not charged on retirement plan accounts, accounts
with automatic investment plans and accounts for which tracking data is not
available.
- - change its minimum investment amounts
DETERMINING THE FUNDS' SHARE PRICES (NAV) AND THE VALUATION OF SECURITIES
MainStay calculates the share price of each of the Funds (also known as its net
asset value, or NAV) at the close of trading on the New York Stock Exchange
(usually 4 pm Eastern time), except for the Money Market Fund, which is
calculated at noon every day the Exchange is open. The value of the Funds'
investments is based on current market value, except for the value of the Money
Market Fund, which is based on amortized cost. Events affecting the value of the
Funds' securities that occur between the time their prices are determined and
the close of the Exchange will not be reflected in the calculation of NAV unless
the Subadviser deems a particular event would materially affect NAV. In this
case, an adjustment in the valuing of the securities may be made. Certain Funds
invest in portfolio securities that are primarily listed on foreign
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SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]If you prefer to reinvest dividends and/or capital gains in
another Fund, you must first establish an account in that class of shares of
the Fund. There is no sales charge on shares purchased through the automatic
reinvestment of dividends or capital gains.[end side-bar]
exchanges that trade on weekends or other days when the Funds do not price their
shares. The NAV of those Funds' shares may change on days when shareholders will
not be able to purchase or redeem shares.
FUND EARNINGS
Dividends and Interest
Most Funds earn either dividends from stocks, interest from bonds and other
securities, or both. A mutual fund, however, always pays this income to you as
"dividends." The dividends paid by each Fund will vary based on the income from
its investments and the expenses incurred by the Fund.
CAPITAL GAINS
The Funds earn capital gains when they sell securities at a profit.
When the Funds pay dividends
The Money Market Fund declares dividends daily and pays them monthly. You begin
earning dividends the next business day after MSS receives your investment and
is open for business.
The Global High Yield, Government, High Yield Corporate Bond, International
Bond, Strategic Income, California Tax Free, New York Tax Free and Tax Free Bond
Funds declare and distribute any dividends monthly. The other Funds, except
Equity Index Fund, declare and distribute any dividends quarterly. The Equity
Index Fund distributes dividends at least annually.
Dividends are paid on the first business day of each month after a dividend is
declared.
When the Funds pay capital gains
At each fiscal year-end, each Fund matches its gains against its losses. If the
balance results in a gain, the Fund will distribute the gain to shareholders in
December.
HOW TO TAKE YOUR EARNINGS
You may receive your share of MainStay Fund earnings in one of five ways. You
can make your choice at the time of application, and change it as often as you
like by notifying your investment professional (if permitted by the
broker-dealer) or MainStay directly. The five choices are:
1. Reinvest everything in:
- - the same Fund or
- - another Fund of your choice
2. Take the dividends in cash and reinvest the capital gains in:
- - the same Fund or
- - another Fund of your choice
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SHAREHOLDER GUIDE
3. Take the capital gains in cash and reinvest the dividends in:
- - the same Fund or
- - another Fund of your choice
4. Take a percentage of dividends or capital gains in cash and reinvest the
remainder in the same Fund.
5. Take everything in cash.
If you do not make one of these choices on your application, your earnings will
be automatically reinvested in the same class of shares of the same Fund.
UNDERSTAND THE TAX CONSEQUENCES
Most of your dividends are taxable
Virtually all of the dividends you receive from the MainStay Funds (except the
California Tax Free, New York Tax Free and the Tax Free Bond Funds) are taxable,
whether you take them as cash or automatically reinvest them. Some dividends
will be taxable as long-term capital gains.
Tax-free dividends are different
Dividends earned from tax-exempt securities will usually be free from federal
tax. Your MainStay year-end statement will provide full tax information.
MainStay keeps track of the tax status of all dividends and distributions paid
by the Funds and will mail your tax report each year by January 31. This report
will tell you which dividends and redemptions should be treated as taxable
ordinary income, which, if any, as tax-exempt income, and which, if any, as
long- and short-term capital gains.
Retirement plans
None of the dividends earned in a tax-deferred retirement plan are taxable until
distributed from the plan.
Taxes on foreign investment income
(Mainly from the International Bond, International Equity, Global High Yield and
Strategic Income Funds.) Income earned from investments in foreign countries may
be withheld by those countries as income taxes. Under certain circumstances, the
Fund may elect to pass along tax credits or deductions to you for foreign income
taxes paid, although there are no assurances that the Fund will be able to do
so, or that the credits or deductions will result in a tax benefit to you.
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SHAREHOLDER GUIDE
- ---------------------------
[start side-bar]SEEK PROFESSIONAL ASSISTANCE. Your investment professional can
help you keep your investment goals coordinated with your tax considerations.
But for tax counsel, always rely on your tax adviser. For additional
information on federal, state and local taxation, see the SAI. [end side-bar]
- ---------------------------
[start side-bar]DO NOT OVERLOOK SALES CHARGES. The amount you pay in sales
charges reduces gains and increases losses for tax purposes.[end side-bar]
- ---------------------------
[start side-bar]BUY AFTER THE DIVIDEND PAYMENT. Avoid buying shares shortly
before a dividend payment. Part of your investment will be returned in the form
of a dividend, which may be taxable.[end side-bar]
EXCHANGES
An exchange of shares of one fund for shares of another will be treated as a
sale of shares of the first fund and a purchase of shares of the second fund.
Any gain on the transaction may be subject to federal income tax.
BACKUP WITHHOLDING
As with all mutual funds, a Fund may be required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to you if you fail
to provide the Fund with your correct taxpayer identification number or to make
required certifications, or if you have been notified by the IRS that you are
subject to backup withholding. Backup withholding is not an additional tax;
rather, it is a way in which the IRS ensures it will collect taxes otherwise
due. Any amounts withheld may be credited against your U.S. federal income tax
liability.
"TAX-FREE" RARELY MEANS "TOTALLY TAX-FREE"
- - The California Tax Free, New York Tax Free and Tax Free Bond Funds (or any
tax-free fund) may earn taxable income--in other words, you may have taxable
income even from a generally tax-free fund.
- - Tax-exempt dividends may still be subject to state and local taxes.
- - Any time you sell shares--even shares of a tax-free fund--you will be subject
to tax on any gain (the rise in the share price).
- - If you sell shares of a tax-free fund after receiving a tax-exempt dividend,
and you have held the shares for six months or less, then you may not be
allowed to claim a loss on the sale.
- - If you sell shares in a tax-free fund before you become entitled to receive
tax-exempt interest as a dividend, the amount that would have been treated as
a tax-free dividend will instead be treated as a taxable part of the sales
proceeds.
- - Some tax-exempt income may be subject to the alternative minimum tax.
ALL INCOME AFFECTS YOUR BENEFITS
The government includes tax-exempt income when computing the amount of social
security or other benefits that are subject to tax.
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Know With Whom You're Investing
WHO RUNS THE FUNDS' DAY-TO-DAY BUSINESS?
MainStay Management, Inc., 300 Interpace Parkway, Building A, Parsippany, NJ
07054, serves as the Funds' manager, handling business affairs for the Funds.
MainStay Management, Inc. is a corporation organized under the laws of Delaware
and is an indirect wholly owned subsidiary of New York Life Insurance Company.
The Manager provides offices and conducts clerical, recordkeeping and
bookkeeping services, and keeps most of the financial and accounting records
required for the Funds. The Manager has delegated its portfolio management
responsibilities to the Subadvisers.
The Manager pays the salaries and expenses of all personnel affiliated with the
Funds, and all the operational expenses that aren't the responsibility of the
Funds, including the fees paid to the Subadvisers.
For the fiscal year ended December 31, 1998, the Trust, on behalf of each Fund,
paid the Manager an aggregate fee for services performed as a percentage of the
average daily net assets of that Fund as follows:
<TABLE>
<CAPTION>
RATE PAID FOR THE
YEAR ENDED
DECEMBER 31, 1998
<S> <C>
Small Cap Growth Fund 1.00%
Small Cap Value Fund 1.00%
International Equity Fund 1.00%
Capital Appreciation Fund 0.53%
Blue Chip Growth Fund 1.00%
Equity Index Fund 0.47%
Growth Opportunities Fund 0.70%
Equity Income Fund 0.70%
MAP Equity Fund 0.35%*
Research Value Fund 0.85%
Value Fund 0.56%
Strategic Value Fund 0.75%
Convertible Fund 0.72%
Total Return Fund 0.62%
Global High Yield Fund 0.50%**
International Bond Fund 0.40%
High Yield Corporate Bond Fund 0.56%
Strategic Income Fund 0.56%
Government Fund 0.60%
Money Market Fund 0.27%
California Tax Free Fund 0.34%
New York Tax Free Fund 0.17%
Tax Free Bond Fund 0.60%
</TABLE>
* Represents advisory fees paid to Markston Investment Management, the Fund's
prior adviser.
** The Global High Yield Fund has been in existence for less than one year. The
Fund's management fee is an annual percentage of 0.70% of average daily net
assets. The Manager has agreed to voluntarily reduce its fee payable to an
annual percentage of 0.50% of average daily net assets.
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Each Fund, pursuant to an Accounting Agreement with the Manager, will bear an
allocable portion of the Manager's cost of performing certain bookkeeping and
pricing services. Each Fund pays the Manager a monthly fee for services provided
under the Accounting Agreement at the annual rate of 1/20 of 1% for the first
$20 million of average monthly net assets, 1/30 of 1% of the next $80 million of
average monthly net assets and 1/100 of 1% of any amount in excess of $100
million of average monthly net assets.
The Manager is not responsible for records maintained by the Funds' Custodians,
Transfer Agent, Dividend Disbursing and Shareholder Servicing Agent, or
Subadvisers.
WHO MANAGES YOUR MONEY?
MacKay-Shields Financial Corporation, 9 West 57th St., New York, NY 10019, is
the Subadviser to each Fund in this prospectus except the Blue Chip Growth,
Small Cap Value, Growth Opportunities, Research Value and Equity Index Funds.
The firm was incorporated in 1969 as an independent investment advisory firm and
was privately held until 1984 when it became a wholly owned but autonomously
managed subsidiary of New York Life Insurance Company. As of December 31, 1998,
MacKay-Shields managed over $31 billion in assets.
Monitor Capital Advisors, Inc. ("Monitor"), 504 Carnegie Center, Princeton, NJ
08540, is the Subadviser to the Equity Index Fund. Monitor is an indirect wholly
owned subsidiary of New York Life Insurance Company. Monitor, a registered
investment adviser incorporated in 1988, specializes in quantitative investment
techniques such as enhanced indexing and asset allocation. As of December 31,
1998, Monitor managed assets totaling approximately $4.5 billion, mainly of
index funds.
Madison Square Advisors, Inc. ("MSA"), 51 Madison Avenue, New York, New York
10010, is the Subadviser to the Growth Opportunities Fund. MSA, which was formed
in 1997, is an indirect wholly-owned subsidiary of New York Life Insurance
Company. As of December 31, 1998, MSA managed approximately $97 million in
assets.
Gabelli Asset Management Company ("GAMCO"), One Corporate Center, Rye, New York
10580, serves as Subadviser to the Blue Chip Growth Fund. GAMCO was formed in
1978, and as of December 31, 1998, acts as investment adviser to institutional
and individual investors with aggregate assets of approximately $7 billion.
GAMCO is a wholly-owned subsidiary of Gabelli Funds, LLC.
John A. Levin & Co., Inc. ("John A. Levin & Co."), One Rockefeller Plaza, 25th
Floor, New York, New York 10020, serves as Subadviser to the Research Value
Fund. Together with its predecessor, John A. Levin & Co. has provided investment
advisory services to clients since 1982. John A. Levin & Co. is an indirect
wholly-owned subsidiary of Baker, Fentress & Company ("Baker Fentress"), a
closed-end investment company listed on the New York Stock Exchange. As of
December 31, 1998, John A. Levin & Co. manages approximately $8.4 billion in
assets for its clients.
Dalton, Greiner, Hartman, Maher & Co. ("DGHM"), 1100 Fifth Avenue South, Suite
301, Naples, FL 34102, serves as Subadviser to the Small Cap Value Fund. DGHM is
a value driven investment manager specializing in smaller capitalization
equities. The firm, founded in 1982, manages more than $995 million in assets.
DGHM is a partnership 51% owned by Value Asset Management, an investment manager
holding company. The
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remaining 49% of the firm is owned by Messrs. Dalton, Greiner and seven other
full time employees who autonomously manage the firm.
Markston International, LLC ("Markston"), 1 North Lexington Avenue, White
Plains, New York 10601, is the Subadviser to the MAP Equity Fund. As of December
31, 1998, Markston managed approximately $573 million in assets.
Under the supervision of the Manager, the Subadvisers are responsible for making
the specific decisions about buying, selling and holding securities; selecting
brokers and brokerage firms to trade for them; maintaining accurate records;
and, if possible, negotiating favorable commissions and fees with the brokers
and brokerage firms. For these services, each Subadviser is paid a monthly fee
by the Manager, not the Funds. (See the SAI for a breakdown of fees.) The Funds'
Trustees oversee the management and operations of the Funds.
PORTFOLIO MANAGERS: BIOGRAPHIES
JAMES AGOSTISI Mr. Agostisi has managed the Growth Opportunities Fund since
inception. Mr. Agostisi is a Director--Portfolio Management of Madison Square
Advisors and of New York Life Insurance Company. He has 14 years of investment
experience at New York Life and has been a Director--Portfolio Management of
Madison Square Advisors since its establishment.
JEFFERSON C. BOYCE Mr. Boyce has managed the Equity Index Fund since 1999. He
has been Chairman and CEO of Monitor Capital since 1997. Prior to that he was
Senior Vice President of the firm. Mr. Boyce is also a Senior Vice President of
New York Life Insurance Company and serves as an officer and/or director to
various other subsidiaries and affiliated entities of New York Life Insurance
Company.
RUDOLPH C. CARRYL Mr. Carryl has managed the Capital Appreciation and Total
Return Funds since 1992, and the Small Cap Growth Fund since inception. Mr.
Carryl is a Managing Director of MacKay-Shields. He joined MacKay-Shields as a
Director in 1992 with twelve years of investment management and research
experience. Mr. Carryl was Research Director and Senior Portfolio Manager at
Value Line, Inc. from 1978 to 1992.
TIMOTHY DALTON, JR. Mr. Dalton has managed the Small Cap Value Fund since
inception. Mr. Dalton is Chief Executive Officer and Chief Investment Officer of
Dalton, Greiner, Hartman, Maher & Co. He has served as CEO and CIO since he
founded the firm's investment management business in 1982.
JAMES FLOOD Mr. Flood has managed the California Tax Free, New York Tax Free
and Tax Free Bond Funds since 1992. Mr. Flood is a Director of MacKay-Shields.
He joined the firm in 1992.
KENNETH GREINER Mr. Greiner has managed the Small Cap Value Fund since
inception. Mr. Greiner, who joined the firm in 1983, is President of Dalton,
Greiner, Hartman, Maher & Co. Mr. Greiner has served as a portfolio manager and
research analyst since 1983.
CHRISTOPHER HARMS Mr. Harms has managed the Government Fund since 1999. He
joined MacKay-Shields as a Director in 1991 with more than 10 years of prior
investment management and research experience. Prior to joining the firm, Mr.
Harms was employed at Bear Stearns in the Asset Management Division as a fixed
income portfolio manager.
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JEFFREY A. KIGNER Mr. Kigner has managed the Research Value Fund since
inception. Mr. Kigner is Co-Chairman and Chief Investment Officer of John A.
Levin & Co. Mr. Kigner has been a securities analyst and portfolio manager of
John A. Levin & Co. (and its predecessor) since 1984. He has been a Director of
Baker, Fentress & Company since June 1996.
STEPHEN B. KILLIAN Mr. Killian has managed the Equity Index Fund since 1999.
Mr. Killian, who joined Monitor Capital in 1997, is a Vice President with
portfolio management responsibility for international equity funds, active
quantitative equity portfolios and development of quantitative strategies. Prior
to joining Monitor, Mr. Killian was a Partner and Senior Portfolio Manager at
Rhumbline Advisers from 1992 to 1997.
DENIS LAPLAIGE Mr. Laplaige has managed the Strategic Value and Equity Income
Funds since inception and the Value Fund since 1998. Mr. Laplaige is President,
Senior Managing Director and Chief Investment Officer of MacKay-Shields. He
joined the firm in 1982, became a Director in 1988, Managing Director in 1991, a
member of the Board of Directors in 1993, President in 1994 and Senior Managing
Director and Chief Investment Officer in 1996.
JOHN A. LEVIN Mr. Levin has managed the Research Value Fund since inception.
Mr. Levin has been Chairman and Chief Executive Officer of John A. Levin & Co.
(and President of its predecessor) since 1982. He has been Director, President
and Chief Executive Officer of Baker, Fentress & Company since June 1996.
ROGER LOB Mr. Lob has been portfolio manager for the MAP-Equity Fund since
1987.
MAUREEN MCFARLAND Ms. McFarland has managed the Global High Yield Fund since
inception. She has managed the International Bond and International Equity Funds
since 1999. Ms. McFarland is a Director at MacKay-Shields. She joined
MacKay-Shields in 1997 as Currency Overlay Manager in the Global Division. Prior
to joining the company, Ms. McFarland was employed at Brown Brothers Harriman &
Co., where she was team leader of the Global Fixed Income Area.
DONALD MORGAN Mr. Morgan has managed the High Yield Corporate Bond Fund since
1999. Mr. Morgan, who joined MacKay-Shields in 1997 as a high yield research
analyst, is a Director at the firm. Prior to joining MacKay-Shields, he was
employed at Fidelity Management and Research Company as a high yield analyst.
MICHAEL MULLARKEY Mr. Mullarkey has been portfolio manager of the MAP-Equity
Fund since 1981.
EDWARD MUNSHOWER Mr. Munshower has managed the Government and Strategic Income
Funds since inception. He has managed the California Tax Free, New York Tax
Free, Tax Free Bond and Total Return Funds since 1999. Mr. Munshower is a
Director of MacKay-Shields. He joined MacKay-Shields as a fixed income
investment specialist in 1985 after having been an investment analyst for New
York Life Insurance Company.
JOSEPH PORTERA Mr. Portera has managed the Strategic Income and Global High
Yield Funds since inception and the International Equity Fund since 1998. Mr.
Portera is a Director of MacKay-Shields specializing in international bonds. He
returned to MacKay-Shields in December 1996 after working at Fiduciary Trust
Company International as a portfolio
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manager in international bonds. Mr. Portera joined MacKay-Shields in 1991 and
was portfolio manager of the International Bond Fund from its inception to
August 1995 and currently manages the Fund.
RICHARD A. ROSEN Mr. Rosen has managed the Value Fund since 1999. Mr. Rosen is
a Director in the Equity Division of MacKay-Shields. Prior to joining
MacKay-Shields in January, 1999, he was a Managing Director responsible and
equity portfolio manager at Prudential Investments from August 1991 to January
1999.
PATRICIA S. ROSSI Ms. Rossi has managed the Growth Opportunities Fund since
inception. Ms. Rossi is Managing Director--Portfolio Management of Madison
Square Advisors and of New York Life Insurance Company. She joined New York Life
in 1995 as Head of Public Equities and has been a Managing Director--Portfolio
Management of Madison Square Advisors since its establishment. Ms. Rossi has
over 20 years of investment management and research experience. Prior to joining
New York Life, Ms. Rossi was a portfolio manager for the United Church of
Christ--Pension Boards.
MICHAEL C. SHERIDAN Mr. Sheridan has managed the Equity Income Fund since
inception. Mr. Sheridan joined MacKay-Shields in 1996 and is an Associate
Director. Previously, he was an equity analyst at Arnhold & S. Bleichroder
Capital.
G. TODD SILVA Mr. Silva has managed the Research Value Fund since inception.
Mr. Silva has been Senior Portfolio Manager at John A. Levin & Co. since
February 1998. Prior to joining John A. Levin & Co., Mr. Silva was a portfolio
manager at Jennison Associates LLC and at Scudder, Stevens & Clark, Inc. and a
securities analyst at Putnam Investments.
EDMUND C. SPELMAN Mr. Spelman has managed the Capital Appreciation and Total
Return Funds since 1991, and the Small Cap Growth Fund since inception. Mr.
Spelman is a Managing Director at MacKay-Shields and specializes in equity
securities. He joined MacKay-Shields in 1991 after working as a securities
analyst at Oppenheimer & Co., Inc. from 1983 to 1990.
STEVEN TANANBAUM Mr. Tananbaum has managed the High Yield Corporate Bond Fund
since 1991 and the Strategic Income Fund and Strategic Value Fund since
inception. Mr. Tananbaum, a Managing Director of MacKay-Shields, joined
MacKay-Shields in 1989.
HOWARD F. WARD Mr. Ward has managed the Blue Chip Growth Fund since inception.
Mr. Ward is a portfolio manager with Gabelli Asset Management Company. Prior to
joining GAMCO in 1995, Mr. Ward was Managing Director and Director of the
Quality Growth Equity Management Group of Scudder, Stevens and Clark, Inc., with
which he had been associated since 1982 and where he served as lead portfolio
manager for several of its registered investment companies.
THOMAS WYNN Mr. Wynn has managed the Convertible Fund since 1997 and the
Strategic Income Fund since 1999. Mr. Wynn joined MacKay-Shields in 1995 as a
research analyst. He was previously a portfolio manager at Fiduciary Trust for
nine years and has over twelve years experience in investment management and
research.
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PRIOR PERFORMANCE
Set forth below is prior performance information about certain of the
Subadvisers. Prior performance does not represent historical performance of a
Fund, nor is it an indication or guarantee of future performance of a Fund,
which may be higher or lower than the performance shown below. Performance data
for the Gabelli Growth Fund and the MainStay VP Growth Equity Portfolio was
calculated in compliance with the method of performance calculation prescribed
by the SEC for mutual funds. Except as described below, performance data for
each composite has been prepared in compliance with the Performance Presentation
Standards of the Association for Investment Management and Research (AIMR-
PPS(TM)).(1,2) AIMR did not prepare or review this data. All performance
information has been provided by the Subadvisers and has not been verified or
audited by the Manager or the Funds. For the periods prior to January 1, 1993,
performance data for the John A. Levin & Co. Large Cap Value Composite was not
calculated in compliance with AIMR standards because size-weighted composite
returns were calculated using end-of-period market values. In addition,
information with regard to dispersion of account performance is not provided for
such periods. Accounts in the composites were not subject to the same types of
expenses as the Funds or (except for one account in the John A. Levin & Co.
Large Cap Value Composite and one account in the Dalton, Greiner, Hartman, Maher
& Co. Small Cap Value Composite) the requirements of the Investment Company Act
of 1940 or the Internal Revenue Code, the limitations of which might have
adversely affected performance results. Prior performance reflects actual
expenses incurred by the comparison fund and/or accounts in the composite.(1)
Fund expenses are higher, and therefore, if Fund expenses had been applied,
performance of the comparison fund and/or accounts in the composite would have
been lower.
(1) With respect to the John A. Levin & Co. Large Cap Value Composite, for the
period through June 30, 1996, performance is that of the company's
predecessor. For the period from inception through 1989, the results shown
reflect the deduction of a 1% investment management fee payable quarterly at
the rate of .25% of ending market value. This is the maximum investment
management fee charged by John A. Levin & Co. Individual account fees may
have varied. For the periods from January 1, 1990 through December 31, 1998,
returns reflect the deduction of the actual dollar-weighted fee rate paid by
all accounts in the composite. The dollar-weighted fee rate has been
calculated by dividing the quarterly investment management fees paid by the
accounts in the composite by the total composite asset value. This
dollar-weighted fee rate includes the performance fees paid by certain
accounts; inclusion of the performance-based fees does not materially affect
the dollar-weighted fee rate. Annual net returns, the number of portfolios
included in the composite, composite assets (in millions), and percentage of
firm assets included in the composite were as follows at year-ends
1982-1998: 1982: 4.2%; 6; $3; 13%; 1983: 32.7%; 10; $16; 15%; 1984: 15.0%;
13; $10; 20%; 1985: 35.6%; 18; $43; 44%; 1986: 14.8%; 27; $182; 47.1%; 1987:
12.8%; 27; $245; 56.7%; 1988: 22.5%; 38; $397; 44.2%; 1989: 29.7%; 60; $823;
52.4%; 1990: (3.08)%; 81; $960; 57.5%; 1991: 24.9%; 97; $1,289; 55.5%; 1992:
14.1%; 121; $1,531; 55.1%; 1993: 13.6%; 149; $2,373; 74.2%; 1994: 0.9%; 201;
$2,889; 72.1%; 1995: 32.6%; 238; $3,714; 68.9%; 1996: 21.0%; 333; $5,110;
78.8%; 1997: 23.0%; 369; $5,723; 72%; 1998: 16.35%; 351; $5,459; 65.3%. For
the years 1990-1998, the actual dollar-weighted fee rates used to calculate
the composite were as follows: 1990: 0.66%; 1991: 0.65%; 1992: 0.68%; 1993:
0.68%; 1994: 0.68%; 1995: 0.60%; 1996: 0.48%; 1997: 0.48%; 1998: 0.54%. For
the years 1993-1998, the standard deviation of composite accounts were as
follows: 1993: 2.64; 1994: 1.98; 1995: 2.70; 1996: 2.62; 1997: 3.39; 1998:
3.37. A complete list of composites is available upon request.
(2) With respect to DGHM's Small Cap Value Composite, performance is net of
actual management fees paid, which were 1% per annum. The composite consists
of fewer than five accounts since its inception in July 1994. A complete
list of composites is available upon request. Annual net returns, composite
assets (in millions), percentage of firm assets and the standard deviation
of composite accounts were as follows: 1994 -- .3%, $25, <1%, 0; 1995 --
13.4%, $20, <1%, .30; 1996 -- 30.2%, $21, 1%, .17; 1997 -- 40%, $27, 2%,
.33; 1998: -- 2.7%, $46, 5%, 0.05.
127
<PAGE> 133
GABELLI FUNDS, LLC AND GAMCO: PRIOR PERFORMANCE
Set forth below is the performance record for another mutual fund which is
managed by Gabelli Funds, LLC, an affiliate of GAMCO, which has investment
objectives and policies that are substantially similar though not identical to
those of the Blue Chip Growth Fund. The Blue Chip Growth Fund and Gabelli Growth
Fund are managed by the same personnel and have substantially similar investment
strategies, techniques, and characteristics. The investment performance of
Gabelli Growth Fund is provided merely to indicate the experience of Gabelli
personnel in managing a similar portfolio.
These figures reflect reinvestment of dividends and distributions and are after
deduction of all fund fees and expenses of the Gabelli Growth Fund. Included for
comparison purposes are performance figures of the S&P 500 Index. It has been
adjusted to reflect reinvestment of dividends.
<TABLE>
<CAPTION>
AS OF 12/31/98
ONE YEAR THREE YEAR FIVE YEAR TEN YEAR
INCEPTION TOTAL TOTAL TOTAL TOTAL
DATE RETURN RETURN RETURN RETURN
<S> <C> <C> <C> <C> <C>
Gabelli Growth Fund 4/10/87 29.8% 30.3% 23.2% 19.8%
S&P 500 Index 28.58% 28.23% 24.06% 19.21%
</TABLE>
JOHN A. LEVIN & CO.: PRIOR PERFORMANCE
The figures below show the past performance of John A. Levin & Co. in managing
accounts with investment objectives, policies, techniques and restrictions
substantially similar though not identical to those of the Research Value Fund.
The chart below shows average annual returns for a composite of the actual
performance of all large cap value accounts managed by John A. Levin & Co. since
October 31, 1982, except for accounts with assets under $1 million and accounts
managed under a broker-sponsored wrap-fee program. (See footnote 1 on prior
page.)
The figures reflect reinvestment of dividends and are net of expenses. Included
for comparison purposes are performance figures of the S&P 500 Index and the
Russell 1000 Value Index. They have been adjusted to reflect reinvestment of
dividends.
<TABLE>
<CAPTION>
AS OF 12/31/98
ONE YEAR THREE YEAR FIVE YEAR TEN YEAR SINCE INCEPTION
TOTAL TOTAL TOTAL TOTAL TOTAL
RETURN RETURN RETURN RETURN RETURN
<S> <C> <C> <C> <C> <C>
John A. Levin & Co. 16.89% 20.66% 18.95% 17.57% 19.67%*
Large Cap Value Composite
S&P 500 Index 28.58% 28.23% 24.06% 19.21% 17.91%*
Russell 1000 Value Index 15.63% 23.89% 20.85% 17.39% 18.61%**
</TABLE>
* From October 13, 1982
** From September 30, 1982
128
<PAGE> 134
DGHM: PRIOR PERFORMANCE
The figures below show the past performance of DGHM in managing accounts with
investment objectives, policies, techniques and restrictions substantially
similar though not identical to those of the Small Cap Value Fund. The chart
below shows average annual returns for a composite of the actual performance of
all small cap value accounts (including the Small Cap Value Fund, which
commenced operations on June 1, 1998) managed by DGHM since July 1, 1994.
The figures reflect reinvestment of dividends and are net of fees. Included for
comparison purposes are performance figures of the Russell 2000 Index. It has
been adjusted to reflect reinvestment of dividends.
<TABLE>
<CAPTION>
AS OF 12/31/98
ONE YEAR THREE YEAR SINCE INCEPTION
TOTAL TOTAL TOTAL
RETURN RETURN RETURN
<S> <C> <C> <C>
Dalton, Greiner, Hartman, Maher & Co.
Small Cap Value Composite -2.7% 21.0% 16.9%
Russell 2000 Index -2.55% 11.58% 14.97%
</TABLE>
NEW YORK LIFE AND MSA: PRIOR PERFORMANCE
Set forth below is the performance of a mutual fund which is managed by MSA
which has investment objectives and policies that are substantially similar
though not identical to those of the Growth Opportunities Fund. The Growth
Opportunities Fund and MainStay VP Growth Equity Portfolio are managed by the
same personnel and have substantially similar investment strategies, techniques,
and characteristics. The investment performance of MainStay VP Growth Equity
Portfolio is provided merely to indicate the experience of MSA personnel in
managing a similar portfolio.
These figures reflect reinvestment of dividends and distributions and are after
deduction of all fund fees and expenses of the MainStay VP Growth Equity
Portfolio. Included for comparison purposes are performance figures of the S&P
500 Index. It has been adjusted to reflect reinvestment of dividends.
<TABLE>
<CAPTION>
AS OF 12/31/98
ONE YEAR THREE YEAR FIVE YEAR TEN YEAR
TOTAL TOTAL TOTAL TOTAL
RETURN RETURN RETURN RETURN
<S> <C> <C> <C> <C>
MainStay VP Growth Equity Portfolio 26.59% 25.94% 21.16% 18.16%
S&P 500 Index 28.58% 28.23% 24.06% 19.21%
</TABLE>
129
<PAGE> 135
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the Funds'
financial performance for the past 5 years or, if shorter, the period of the
Funds' operations. Certain information reflects financial results for a single
Fund share. The total returns in the tables represent the rate that an investor
would have earned or lost on an investment in the Funds (assuming reinvestment
of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Funds' financial
statements, are included in the annual reports, which are available upon
request.
130
<PAGE> 136
FINANCIAL HIGHLIGHTS
SMALL CAP GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $8.43
------- ------- ------
Net investment loss(a) (0.10) (0.12) (0.09)
Net realized and unrealized gain on investments 0.61 0.58 2.12
------- ------- ------
Total from investment operations 0.51 0.46 2.03
------- ------- ------
Net asset value at end of period $10.51 $10.46 $10.46
======= ======= ======
Total investment return(b) 5.10% 4.60% 24.08%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment loss (2.12%)(+) (2.87%)(+) (2.87%)(+)
Expenses 2.63%(+) 3.38%(+) 3.38%(+)
Portfolio turnover rate 32% 32% 32%
Net assets at end of period (in 000's) $15,319 $20,748 $1
</TABLE>
SMALL CAP VALUE FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $7.49
------- ------- ------
Net investment loss(a) (0.06) (0.09) (0.06)
Net realized and unrealized gain on investments (0.91) (0.91) 1.57
------- ------- ------
Total from investment operations (0.97) (1.00) 1.51
------- ------- ------
Net asset value at end of period $9.03 $9.00 $9.00
======= ======= ======
Total investment return(b) (9.70%) (10.00%) 20.16%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment loss (1.53%)(+) (2.28%)(+) (2.28%)(+)
Expenses 3.14%(+) 3.89%(+) 3.89%(+)
Portfolio turnover rate 24% 24% 24%
Net assets at end of period (in 000's) $12,339 $10,145 $196
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
(+) Annualized
(a) Per share data based on average shares outstanding during the period.
(b) Total return is calculated exclusive of sales charges and is not annualized.
131
<PAGE> 137
FINANCIAL HIGHLIGHTS
INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $10.33 $10.48 $10.05 $9.77
------- ------- ------- -------
Net investment income (loss) 0.01 0.80 0.29 0.27
Net realized and unrealized gain (loss) on investments 2.13 0.03 0.07 0.10
Net realized and unrealized gain (loss) on foreign currency
transactions (0.06) (0.36) 0.62 0.14
------- ------- ------- -------
Total from investment operations 2.08 0.47 0.98 0.51
------- ------- ------- -------
LESS DISTRIBUTIONS:
From net realized gain on investments and foreign currency
transactions (0.20) (0.62) (0.52) (0.15)
In excess of net realized gain on investments -- -- (0.03) (0.08)
------- ------- ------- -------
Total distributions (0.20) (0.62) (0.55) (0.23)
------- ------- ------- -------
Net asset value at end of period $12.21 $10.33 $10.48 $10.05
======= ======= ======= =======
Total investment return(a) 20.17% 4.52% 9.78% 5.25%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income (loss) 0.08% 0.19% (0.1%) (0.2%)
Expenses 2.01% 2.01% 2.0% 2.2%
Portfolio turnover rate 54% 43% 19% 25%
Net assets at end of period (in 000's) $24,115 $17,452 $17,475 $12,856
</TABLE>
CAPITAL APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $36.60 $30.56 $25.90 $19.11
-------- -------- -------- -------
Net investment income (loss)(b) (0.14) (0.16) (0.08) 0.03
Net realized and unrealized gain (loss) on investments 14.42 7.48 5.05 6.81
-------- -------- -------- -------
Total from investment operations 14.28 7.32 4.97 6.84
-------- -------- -------- -------
LESS DISTRIBUTIONS:
From net realized gain on investments (2.14) (1.28) (0.31) (0.05)
-------- -------- -------- -------
Net asset value at end of period $48.74 $36.60 $30.56 $25.90
======== ======== ======== =======
Total investment return(a) 39.24% 24.10% 19.16% 35.79%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income (loss) (0.34%) (0.48%) (0.3%) 0.2%
Expenses 1.23% 1.09% 1.1% 1.1%
Net Expenses (after waiver) 1.04% 1.09% 1.1% 1.1%
Portfolio turnover rate 29% 35% 16% 29%
Net assets at end of period (in 000's) $394,848 $216,292 $126,958 $44,434
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
*** The Fund changed its fiscal year end from August 31 to December 31.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Per share data based on average shares outstanding during the period.
132
<PAGE> 138
FINANCIAL HIGHLIGHTS
INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 13** through Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C>
$10.22 $10.38 $9.97 $9.77 $10.00 $10.60
------- ------- ------- ------- ------- ------
(0.08) 0.72 0.24 0.26 (0.04) (0.09)
2.10 0.03 0.07 0.07 (0.16) 1.72
(0.05) (0.37) 0.59 0.09 (0.03) (0.04)
------- ------- ------- ------- ------- ------
1.97 0.38 0.90 0.42 (0.23) 1.59
------- ------- ------- ------- ------- ------
(0.11) (0.54) (0.46) (0.15) -- (0.11)
-- -- (0.03) (0.07) -- --
------- ------- ------- ------- ------- ------
(0.11) (0.54) (0.49) (0.22) -- (0.11)
------- ------- ------- ------- ------- ------
$12.08 $10.22 $10.38 $9.97 $9.77 $12.08
======= ======= ======= ======= ======= ======
19.34% 3.78% 9.05% 4.27% (2.30%) 15.07%
(0.67%) (0.49%) (0.8%) (1.0%) (1.6%)(+) (0.67%)(+)
2.76% 2.69% 2.7% 3.0% 3.9%(+) 2.76%(+)
54% 43% 19% 25% 9% 54%
$75,516 $63,241 $52,709 $25,341 $20,549 $11
</TABLE>
CAPITAL APPRECIATION FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994*** Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$36.02 $30.25 $25.77 $19.11 $19.93 $19.47 $36.15
---------- ---------- ---------- -------- -------- -------- ------
(0.45) (0.34) (0.22) (0.08) (0.03) (0.12) (0.10)
14.11 7.39 5.01 6.79 (0.65) 1.13 13.63
---------- ---------- ---------- -------- -------- -------- ------
13.66 7.05 4.79 6.71 (0.68) 1.01 13.53
---------- ---------- ---------- -------- -------- -------- ------
(2.14) (1.28) (0.31) (0.05) (0.14) (0.55) (2.14)
---------- ---------- ---------- -------- -------- -------- ------
$47.54 $36.02 $30.25 $25.77 $19.11 $19.93 $47.54
========== ========== ========== ======== ======== ======== ======
38.15% 23.45% 18.56% 35.11% (3.40%) 5.36% 37.66%
(1.09%) (1.00%) (0.8%) (0.4%) (0.5%)(+) (0.6%) (1.09%)(+)
1.98% 1.61% 1.6% 1.7% 1.8%(+) 1.8% 1.98%(+)
1.79% 1.61% 1.6% 1.7% 1.8%(+) 1.8% 1.79%(+)
29% 35% 16% 29% 11% 31% 29%
$2,753,012 $1,869,664 $1,342,578 $856,221 $499,133 $472,497 $1,600
</TABLE>
133
<PAGE> 139
FINANCIAL HIGHLIGHTS
BLUE CHIP GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $8.60
------- ------- -------
Net investment loss(a) (0.07) (0.10) (0.06)
Net realized and unrealized gain on investments 1.71 1.70 3.06
------- ------- -------
Total from investment operations 1.64 1.60 3.00
------- ------- -------
Net asset value at end of period $11.64 $11.60 $11.60
======= ======= =======
Total investment return(b) 16.40% 16.00% 34.88%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment loss (1.66%)(+) (2.41%)(+) (2.41%)(+)
Expenses 2.34%(+) 3.09%(+) 3.09%(+)
Portfolio turnover rate 21% 21% 21%
Net assets at end of period (in 000's) $19,361 $38,478 $120
</TABLE>
EQUITY INDEX FUND
<TABLE>
<CAPTION>
Year ended December 31, Sept. 1 through Year ended
1998 1997 1996 1995 Dec. 31, 1994*** Aug. 31, 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period $30.91 $23.37 $19.15 $14.09 $14.48 $13.84
-------- -------- -------- -------- -------- -------
Net investment income 0.21 0.30 0.30 0.24 0.09 0.27
Net realized and unrealized gain (loss) on
investments 8.35 7.24 3.92 4.82 (0.48) 0.37
-------- -------- -------- -------- -------- -------
Total from investment operations 8.56 7.54 4.22 5.06 (0.39) 0.64
-------- -------- -------- -------- -------- -------
Less dividends and distributions:
From net investment income (0.21) (0.30) (0.54) (0.27) -- (0.25)
From net realized gain on investments (0.43) (0.41) (0.82) (0.27) -- (0.18)
-------- -------- -------- -------- -------- -------
Total dividends and distributions (0.64) (0.71) (1.36) (0.54) -- (0.43)
-------- -------- -------- -------- -------- -------
Reverse share split 0.64 0.71 1.36 0.54 -- 0.43
-------- -------- -------- -------- -------- -------
Net asset value at end of period $39.47 $30.91 $23.37 $19.15 $14.09 $14.48
======== ======== ======== ======== ======== =======
Total investment return(b) 27.69% 32.26% 22.04% 35.91% (2.68%) 4.59%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment income 0.68% 1.25% 1.8% 1.7% 2.0%(+) 1.9%
Net expenses 0.96% 0.80% 0.8% 1.1% 0.9%(+) 0.9%
Expenses (before reimbursement) 0.99% 0.99% 1.0% 1.1% 0.9%(+) 0.9%
Portfolio turnover rate 4% 3% 3% 4% 2% 12%
Net assets at end of period (in 000's) $797,120 $435,689 $225,750 $109,308 $61,561 $62,828
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
*** The Fund changed its fiscal year end from August 31 to December 31.
(+) Annualized.
(a) Per share data based on average shares outstanding during the period.
(b) Total return is calculated exclusive of sales charges and is not annualized.
134
<PAGE> 140
FINANCIAL HIGHLIGHTS
GROWTH OPPORTUNITIES FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $9.22
------- ------- -------
Net investment loss(a) (0.05) (0.08) (0.06)
Net realized and unrealized gain on investments 1.91 1.88 2.64
------- ------- -------
Total from investment operations 1.86 1.80 2.58
------- ------- -------
Net asset value at end of period $11.86 $11.80 $11.80
======= ======= =======
Total investment return(b) 18.60% 18.00% 27.98%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment loss (1.09%)(+) (1.84%)(+) (1.84%) (+)
Expenses 2.53%(+) 3.28%(+) 3.28%(+)
Portfolio turnover rate 32% 32% 32%
Net assets at end of period (in 000's) $13,293 $12,351 $ --(c)
</TABLE>
EQUITY INCOME FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $9.06
------- ------- -------
Net investment income 0.07 0.04 0.04
Net realized and unrealized gain on investments 0.32 0.31 1.25
------- ------- -------
Total from investment operations 0.39 0.35 1.29
------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.07) (0.04) (0.04)
From net realized gain on investments (0.07) (0.07) (0.07)
------- ------- -------
Total dividends and distributions (0.14) (0.11) (0.11)
------- ------- -------
Net asset value at end of period $10.25 $10.24 $10.24
======= ======= =======
Total investment return(b) 4.01% 3.56% 14.30%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment income 1.20%(+) 0.45%(+) 0.45%(+)
Expenses 3.11%(+) 3.86%(+) 3.86%(+)
Portfolio turnover rate 270% 270% 270%
Net assets at end of period (in 000's) $10,290 $4,166 $--(c)
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Per share data based on average shares outstanding during the period.
(b) Total return is calculated exclusive of sales charges and is not annualized.
(c) Less than one thousand.
135
<PAGE> 141
FINANCIAL HIGHLIGHTS
RESEARCH VALUE FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1, 1998* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $8.30
------- ------- -------
Net investment loss(b) (0.07) (0.10) (0.06)
Net realized and unrealized gain on investments 0.37 0.35 2.01
------- ------- -------
Total from investment operations 0.30 0.25 1.95
------- ------- -------
Net asset value at end of period $10.30 $10.25 $10.25
======= ======= =======
Total investment return(a) 3.00% 2.50% 23.49%
RATIOS (TO AVERAGE NET ASSETS)/ SUPPLEMENTAL DATA:
Net investment loss (1.48%)(+) (2.23%)(+) (2.23%)(+)
Expenses 3.15%(+) 3.90%(+) 3.90%(+)
Portfolio turnover rate 53% 53% 53%
Net assets at end of period (in 000's) $10,378 $4,589 $138
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Per share data based on average shares outstanding during the period.
136
<PAGE> 142
FINANCIAL HIGHLIGHTS
[This page intentionally left blank]
137
<PAGE> 143
FINANCIAL HIGHLIGHTS
VALUE FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $21.76 $20.34 $18.25 $14.66
-------- -------- ------- -------
Net investment income 0.23 0.27 0.30 0.29
Net realized and unrealized gain (loss) on investments (1.92) 4.10 3.66 3.91
-------- -------- ------- -------
Total from investment operations (1.69) 4.37 3.96 4.20
-------- -------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.23) (0.27) (0.30) (0.29)
From net realized gain on investments (2.68) (2.68) (1.57) (0.32)
-------- -------- ------- -------
Total dividends and distributions (2.91) (2.95) (1.87) (0.61)
-------- -------- ------- -------
Net asset value at end of period $17.16 $21.76 $20.34 $18.25
======== ======== ======= =======
Total investment return(a) (7.41%) 21.88% 21.84% 28.74%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 1.03% 1.22% 1.6% 1.5%
Expenses 1.09% 1.11% 1.1% 1.2%
Portfolio turnover rate 83% 61% 47% 48%
Net assets at end of period (in 000's) $114,925 $124,011 $73,259 $25,258
</TABLE>
STRATEGIC VALUE FUND
<TABLE>
<CAPTION>
CLASS A
Year ended Oct. 22* through
Dec. 31, 1998 Dec. 31, 1997
<S> <C> <C>
Net asset value at beginning of period $10.29 $10.00
------- -------
Net investment income 0.15 0.03
Net realized and unrealized gain (loss) on investments (0.10) 0.38
------- -------
Total from investment operations 0.05 0.41
------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.15) (0.03)
From net realized gain on investments (0.01) (0.09)
------- -------
Total dividends and distributions (0.16) (0.12)
------- -------
Net asset value at end of period $10.18 $10.29
======= =======
Total investment return(a) 0.52% 4.11%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 1.49% 1.66%(+)
Expenses 1.79% 2.73%(+)
Portfolio turnover rate 203% 29%
Net assets at end of period (in 000's) $17,946 $13,622
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
*** The Fund changed its fiscal year end from August 31 to December 31.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
138
<PAGE> 144
FINANCIAL HIGHLIGHTS
VALUE FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994*** Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$21.74 $20.32 $18.25 $14.66 $16.30 $15.90 $18.16
---------- ---------- ---------- -------- -------- -------- ------
0.06 0.15 0.20 0.19 0.04 0.06 0.03
(1.91) 4.10 3.64 3.91 (1.03) 1.04 1.67
---------- ---------- ---------- -------- -------- -------- ------
(1.85) 4.25 3.84 4.10 (0.99) 1.10 1.70
---------- ---------- ---------- -------- -------- -------- ------
(0.06) (0.15) (0.20) (0.19) (0.03) (0.06) (0.03)
(2.68) (2.68) (1.57) (0.32) (0.62) (0.64) (2.68)
---------- ---------- ---------- -------- -------- -------- ------
(2.74) (2.83) (1.77) (0.51) (0.65) (0.70) (2.71)
---------- ---------- ---------- -------- -------- -------- ------
$17.15 $21.74 $20.32 $18.25 $14.66 $16.30 $17.15
========== ========== ========== ======== ======== ======== ======
(8.09%) 21.29% 21.11% 28.01% (6.03%) 7.26% 9.88%
0.28% 0.70% 1.1% 0.9% 0.8%(+) 0.5% 0.28%(+)
1.84% 1.63% 1.6% 1.8% 1.8%(+) 1.9% 1.84%(+)
83% 61% 47% 48% 11% 53% 83%
$1,174,554 $1,399,589 $1,019,307 $708,840 $472,365 $449,789 $80
</TABLE>
STRATEGIC VALUE FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended Oct. 22* through Sept. 1** through
Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1998
<S> <C> <C>
$10.29 $10.00 $9.15
------- ------- ------
0.08 0.02 0.05
(0.11) 0.38 1.03
------- ------- ------
(0.03) 0.40 1.08
------- ------- ------
(0.08) (0.02) (0.05)
(0.01) (0.09) (0.01)
------- ------- ------
(0.09) (0.11) (0.06)
------- ------- ------
$10.17 $10.29 $10.17
======= ======= ======
(0.27%) 4.04% 11.77%
0.74% 0.91%(+) 0.74%(+)
2.54% 3.48%(+) 2.54%(+)
203% 29% 203%
$38,528 $12,325 $84
</TABLE>
139
<PAGE> 145
FINANCIAL HIGHLIGHTS
CONVERTIBLE FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $13.53 $13.81 $13.45 $11.67
------- ------- ------- -------
Net investment income 0.57 0.60 0.57 0.59
Net realized and unrealized gain (loss) on investments (0.38) 0.91 1.02 2.14
Net realized and unrealized gain (loss) on foreign currency
transactions (0.02) 0.03 0.02 (0.00)(b)
------- ------- ------- -------
Total from investment operations 0.17 1.54 1.61 2.73
------- ------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.57) (0.60) (0.62) (0.55)
From net realized gain on investments (0.64) (1.22) (0.63) (0.40)
------- ------- ------- -------
Total dividends and distributions (1.21) (1.82) (1.25) (0.95)
------- ------- ------- -------
Net asset value at end of period $12.49 $13.53 $13.81 $13.45
======= ======= ======= =======
Total investment return(a) 1.23% 11.36% 12.13% 23.72%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 3.74% 4.10% 4.4% 4.9%
Expenses 1.40% 1.45% 1.5% 1.5%
Portfolio turnover rate 347% 273% 296% 243%
Net assets at end of period (in 000's) $42,376 $64,246 $56,621 $26,836
</TABLE>
TOTAL RETURN FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $21.44 $20.09 $18.53 $14.76
-------- -------- ------- -------
Net investment income 0.39 0.40 0.37 0.42
Net realized and unrealized gain (loss) on investments 5.29 3.19 2.07 3.77
-------- -------- ------- -------
Total from investment operations 5.68 3.59 2.44 4.19
-------- -------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.39) (0.40) (0.37) (0.42)
From net realized gain on investments (1.77) (1.84) (0.51) --
-------- -------- ------- -------
Total dividends and distributions (2.16) (2.24) (0.88) (0.42)
-------- -------- ------- -------
Net asset value at end of period $24.96 $21.44 $20.09 $18.53
======== ======== ======= =======
Total investment return(a) 26.93% 18.24% 13.22% 28.66%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 1.66% 1.86% 1.9% 2.5%
Net expenses 1.16% 1.15% 1.1% 1.1%
Expenses (before waiver) 1.18% 1.15% 1.1% 1.1%
Portfolio turnover rate 169% 182% 173% 228%
Net assets at end of period (in 000's) $152,598 $108,329 $68,975 $19,206
</TABLE>
* The Fund changed its fiscal year end from August 31 to December 31.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Less than one cent per share.
(c) Less than one thousand dollars.
140
<PAGE> 146
FINANCIAL HIGHLIGHTS
CONVERTIBLE FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1 through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998**
<S> <C> <C> <C> <C> <C> <C>
$13.52 $13.80 $13.45 $11.67 $12.83 $13.92 $12.64
---------- ---------- ---------- -------- -------- -------- ------
0.46 0.51 0.48 0.51 0.19 0.50 0.26
(0.37) 0.91 1.02 2.14 (0.71) 0.70 0.47
(0.02) 0.03 0.02 (0.00)(b) -- (0.01) 0.02
---------- ---------- ---------- -------- -------- -------- ------
0.07 1.45 1.52 2.65 (0.52) 1.19 0.75
---------- ---------- ---------- -------- -------- -------- ------
(0.46) (0.51) (0.54) (0.47) (0.21) (0.49) (0.26)
(0.64) (1.22) (0.63) (0.40) (0.43) (1.79) (0.64)
---------- ---------- ---------- -------- -------- -------- ------
(1.10) (1.73) (1.17) (0.87) (0.64) (2.28) (.90)
---------- ---------- ---------- -------- -------- -------- ------
$12.49 $13.52 $13.80 $13.45 $11.67 $12.83 $12.49
========== ========== ========== ======== ======== ======== ======
0.53% 10.67% 11.39% 23.02% (4.09%) 8.95% 6.06%
2.99% 3.47% 3.8% 4.3% 4.8%(+) 3.5% 2.99%(+)
2.15% 2.08% 2.1% 2.1% 1.9%(+) 1.9% 2.15%(+)
347% 273% 296% 243% 77% 269% 347%
$656,831 $841,540 $797,243 $427,461 $180,304 $160,407 $--(c)
</TABLE>
TOTAL RETURN FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$21.45 $20.10 $18.53 $14.76 $15.28 $15.42 $21.70
---------- ---------- ---------- -------- -------- -------- ------
0.21 0.29 0.27 0.33 0.11 0.38 0.11
5.28 3.19 2.08 3.77 (0.52) (0.02) 5.03
---------- ---------- ---------- -------- -------- -------- ------
5.49 3.48 2.35 4.10 (0.41) 0.36 5.14
---------- ---------- ---------- -------- -------- -------- ------
(0.21) (0.29) (0.27) (0.33) (0.11) (0.37) (0.11)
(1.77) (1.84) (0.51) -- -- (0.13) (1.77)
---------- ---------- ---------- -------- -------- -------- ------
(1.98) (2.13) (0.78) (0.33) (0.11) (0.50) (1.88)
---------- ---------- ---------- -------- -------- -------- ------
$24.96 $21.45 $20.10 $18.53 $14.76 $15.28 $24.96
========== ========== ========== ======== ======== ======== ======
25.96% 17.65% 12.73% 27.96% (2.65%) 2.41% 23.94%
0.91% 1.36% 1.4% 2.0% 2.5%(+) 2.5% 0.91%(+)
1.91% 1.65% 1.6% 1.7% 1.7%(+) 1.7% 1.91%(+)
1.93% 1.65% 1.6% 1.7% 1.7%(+) 1.7% 1.93%(+)
169% 182% 173% 228% 74% 273% 169%
$1,482,411 $1,198,206 $1,029,878 $860,881 $648,725 $639,619 $359
</TABLE>
141
<PAGE> 147
FINANCIAL HIGHLIGHTS
GLOBAL HIGH YIELD FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
June 1* through Sept. 1** through
December 31, 1998 Dec. 31, 1998
<S> <C> <C> <C>
Net asset value at beginning of period $10.00 $10.00 $7.18
------ ------ ------
Net investment income(a) 0.34 0.32 0.27
Net realized and unrealized gain (loss) on investments (1.99) (2.01) 0.81
Net realized and unrealized loss on foreign currency
transactions (0.01) (0.01) (0.01)
------ ------ ------
Total from investment operations (1.66) (1.70) 1.07
------ ------ ------
LESS DIVIDENDS:
From net investment income (0.34) (0.32) (0.27)
------ ------ ------
Total dividends (0.34) (0.32) (0.27)
------ ------ ------
Net asset value at end of period $8.00 $7.98 $7.98
====== ====== ======
Total investment return(b) (16.38)% (16.82)% 14.99%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 7.40%(+) 6.65%(+) 6.65%(+)
Net expenses 3.39%(+) 4.14%(+) 4.14%(+)
Expenses (before waiver) 3.59%(+) 4.34%(+) 4.34%(+)
Portfolio turnover rate 96% 96% 96%
Net assets at end of period (in 000's) $7,548 $2,532 $--(c)
</TABLE>
INTERNATIONAL BOND FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $10.10 $10.95 $10.43 $9.90
------- ------- ------- -------
Net investment income 0.54 0.80 0.72 1.15
Net realized and unrealized gain (loss) on investments 0.58 (0.94) 0.27 0.59
Net realized and unrealized gain (loss) on foreign currency
transactions 0.02 0.33 0.41 0.07
------- ------- ------- -------
Total from investment operations 1.14 0.19 1.40 1.81
------- ------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income and net realized gain on foreign
currency transactions (0.58) (0.76) (0.73) (0.61)
------- ------- ------- -------
From net realized gain on investments (0.09) (0.28) (0.15) (0.28)
In excess of net realized gain on investments and foreign
currency transactions -- -- -- (0.39)
------- ------- ------- -------
Total dividends and distributions (0.67) (1.04) (0.88) (1.28)
------- ------- ------- -------
Net asset value at end of period $10.57 $10.10 $10.95 $10.43
======= ======= ======= =======
Total investment return(b) 11.61% 1.83% 13.90% 18.68%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 5.17% 5.35% 5.4% 5.6%
Net expenses 1.59% 1.56% 1.5% 1.5%
Expenses (before waiver) 1.89% 1.86% 1.8% 1.8%
Portfolio turnover rate 287% 179% 59% 103%
Net assets at end of period (in 000's) $15,542 $12,263 $11,965 $11,494
</TABLE>
* Commencement of Operations.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Per share data based on average shares outstanding during the period.
(b) Total return is calculated exclusive of sales charges and is not annualized.
(c) Less than one thousand dollars.
142
<PAGE> 148
FINANCIAL HIGHLIGHTS
INTERNATIONAL BOND FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 13* through Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C>
$10.12 $10.98 $10.45 $9.90 $10.00 $10.13
------- ------- ------- ------- ------- ------
0.46 0.74 0.64 1.06 0.12 0.16
0.58 (0.96) 0.27 0.61 (0.08) 0.53
0.02 0.34 0.42 0.07 (0.02) 0.02
------- ------- ------- ------- ------- ------
1.06 0.12 1.33 1.74 0.02 0.71
------- ------- ------- ------- ------- ------
(0.50) (0.70) (0.65) (0.56) (0.12) (0.16)
------- ------- ------- ------- ------- ------
(0.09) (0.28) (0.15) (0.28) -- (0.09)
-- -- -- (0.35) -- --
------- ------- ------- ------- ------- ------
(0.59) (0.98) (0.80) (1.19) (0.12) (0.25)
------- ------- ------- ------- ------- ------
$10.59 $10.12 $10.98 $10.45 $9.90 $10.59
======= ======= ======= ======= ======= ======
10.79% 1.15% 13.13% 17.96% 0.20% 7.05%
4.42% 4.69% 4.8% 4.9% 4.8%(+) 4.42%(+)
2.34% 2.22% 2.1% 2.2% 2.8%(+) 2.34%(+)
2.64% 2.52% 2.4% 2.5% 3.1%(+) 2.64%(+)
287% 179% 59% 103% 4% 287%
$18,797 $20,870 $19,020 $13,212 $17,155 $--(c)
</TABLE>
143
<PAGE> 149
FINANCIAL HIGHLIGHTS
HIGH YIELD CORPORATE BOND FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $8.16 $8.27 $7.92 $7.44
-------- -------- -------- --------
Net investment income 0.75 0.74 0.72 0.84
Net realized and unrealized gain (loss) on investments (0.57) 0.23 0.52 0.61
Net realized and unrealized loss on foreign currency
transactions (0.01) (0.00)(b) (0.00)(b) (0.00)(b)
-------- -------- -------- --------
Total from investment operations 0.17 0.97 1.24 1.45
-------- -------- -------- --------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.74) (0.74) (0.71) (0.84)
In excess of net investment income (0.01) -- -- (0.01)
From net realized gain on investments (0.03) (0.34) (0.18) (0.10)
In excess of net realized gain on investments (0.01) -- -- (0.02)
-------- -------- -------- --------
Total dividends and distributions (0.79) (1.08) (0.89) (0.97)
-------- -------- -------- --------
Net asset value at end of period $7.54 $8.16 $8.27 $7.92
======== ======== ======== ========
Total investment return(a) 2.07% 12.20% 16.33% 20.28%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 9.40% 8.79% 9.0% 10.2%
Net expenses 1.00% 1.01% 1.0% 1.0%
Expenses (before waiver) 1.04% 1.01% 1.0% 1.0%
Portfolio turnover rate 128% 128% 118% 137%
Net assets at end of period (in 000's) $278,181 $238,841 $116,805 $42,850
</TABLE>
STRATEGIC INCOME FUND
<TABLE>
<CAPTION>
CLASS A
Year ended Feb. 28*** through
Dec. 31, 1998 Dec. 31, 1997
<S> <C> <C>
Net asset value at beginning of period $9.91 $10.00
-------- --------
Net investment income 0.60 0.54
Net realized and unrealized gain on investments (0.09) 0.07
Net realized and unrealized gain (loss) on foreign currency
transactions (0.01) 0.05
-------- --------
Total from investment operations 0.50 0.66
-------- --------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.69) (0.54)
-------- --------
From net realized gain on investments -- (0.21)
In excess of net investment income (0.01) --
-------- --------
Total dividends and distributions (0.70) (0.75)
-------- --------
Net asset value at end of period $9.71 $9.91
======== ========
Total investment return(a) 5.17% 6.62%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 6.14% 6.46%(+)
Net expenses 1.38% 1.15%(+)
Expenses (before reimbursement) 1.42% 1.49%(+)
Portfolio turnover rate 325% 323%
Net assets at end of period (in 000's) $21,603 $18,922
</TABLE>
* The Fund changed its fiscal year end from August 31 to December 31.
** Class C shares were first offered on September 1, 1998.
*** Commencement of Operations.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Less than one cent per share.
144
<PAGE> 150
FINANCIAL HIGHLIGHTS
HIGH YIELD CORPORATE BOND FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$8.15 $8.26 $7.92 $7.44 $7.70 $7.93 $7.43
---------- ---------- ---------- ---------- ---------- ---------- ----------
0.69 0.69 0.67 0.81 0.23 0.69 0.27
(0.57) 0.23 0.52 0.61 (0.27) (0.08) 0.15
(0.01) (0.00)(b) (0.00)(b) (0.00)(b) -- -- (0.01)
---------- ---------- ---------- ---------- ---------- ---------- ----------
0.11 0.92 1.19 1.42 (0.04) 0.61 0.41
---------- ---------- ---------- ---------- ---------- ---------- ----------
(0.68) (0.69) (0.67) (0.81) (0.22) (0.67) (0.27)
(0.01) -- -- (0.01) -- -- --(b)
(0.03) (0.34) (0.18) (0.10) -- (0.17) (0.03)
(0.01) -- -- (0.02) -- -- (0.01)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(0.73) (1.03) (0.85) (0.94) (0.22) (0.84) (0.31)
---------- ---------- ---------- ---------- ---------- ---------- ----------
$7.53 $8.15 $8.26 $7.92 $7.44 $7.70 $7.53
========== ========== ========== ========== ========== ========== ==========
1.31% 11.55% 15.58% 19.71% (0.48%) 7.95% 5.58%
8.65% 8.18% 8.4% 9.5% 9.1%(+) 8.7% 8.65%(+)
1.75% 1.62% 1.6% 1.6% 1.6%(+) 1.6% 1.75%(+)
1.79% 1.62% 1.6% 1.6% 1.6%(+) 1.6% 1.79%(+)
128% 128% 118% 137% 45% 190% 128%
$3,309,389 $3,380,439 $2,441,180 $1,601,238 $1,128,913 $1,090,261 $10,025
</TABLE>
STRATEGIC INCOME FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended Feb. 28* through Sept. 1** through
Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1998
<S> <C> <C>
$9.91 $10.00 $9.59
------- ------- -------
0.54 0.48 0.21
(0.11) 0.07 0.10
(0.01) 0.05 0.01
------- ------- -------
0.42 0.60 0.32
------- ------- -------
(0.62) (0.48) (0.21)
------- ------- -------
-- (0.21) --
(0.01) -- --(b)
------- ------- -------
(0.63) (0.69) (0.21)
------- ------- -------
$9.70 $9.91 $9.70
======= ======= =======
4.35% 6.02% 3.41%
5.39% 5.71%(+) 5.39%(+)
2.13% 1.90%(+) 2.13%(+)
2.17% 2.24%(+) 2.13%(+)
325% 323% 325%
$66,273 $43,872 $91
</TABLE>
145
<PAGE> 151
FINANCIAL HIGHLIGHTS
GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $8.27 $8.06 $8.41 $7.76
------- ------- ------- -------
Net investment income 0.43 0.50 0.50 0.58
Net realized and unrealized gain (loss) on investments 0.24 0.21 (0.35) 0.65
------- ------- ------- -------
Total from investment operations 0.67 0.71 0.15 1.23
------- ------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.43) (0.50) (0.50) (0.58)
In excess of net investment income -- -- -- (0.00)(b)
Return of capital (0.05) -- -- --
------- ------- ------- -------
Total dividends and distributions (0.48) (0.50) (0.50) (0.58)
------- ------- ------- -------
Net asset value at end of period $8.46 $8.27 $8.06 $8.41
======= ======= ======= =======
Total investment return (a) 8.32% 9.12% 1.97% 16.38%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 5.20% 6.23% 6.3% 7.3%
Expenses 1.12% 1.09% 1.0% 1.0%
Portfolio turnover rate 371% 338% 307% 540%
Net assets at end of period (in 000's) $22,189 $17,114 $16,413 $12,784
</TABLE>
MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $1.00 $1.00 $1.00 $1.00
-------- ------- ------- -------
Net investment income 0.05 0.05 0.05 0.05
-------- ------- ------- -------
Less dividends from net investment income (0.05) (0.05) (0.05) (0.05)
-------- ------- ------- -------
Net asset value at end of period $1.00 $1.00 $1.00 $1.00
======== ======= ======= =======
Total investment return (a) 5.01% 5.08% 4.91% 5.51%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 4.90% 4.97% 4.8% 5.4%
Net expenses 0.70% 0.70% 0.7% 0.7%
Expenses (before reimbursement) 0.93% 0.95% 1.0% 0.9%
Net assets at end of period (in 000's) $149,751 $80,925 $53,890 $34,880
</TABLE>
* The Fund changed its fiscal year end from August 31 to December 31.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Less than one cent per share.
146
<PAGE> 152
FINANCIAL HIGHLIGHTS
GOVERNMENT FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$8.25 $8.04 $8.41 $7.76 $8.04 $8.77 $8.43
-------- -------- -------- -------- ---------- ---------- ------
0.37 0.45 0.46 0.54 0.19 0.57 0.12
0.24 0.21 (0.37) 0.65 (0.29) (0.71) 0.03
-------- -------- -------- -------- ---------- ---------- ------
0.61 0.66 0.09 1.19 (0.10) (0.14) 0.15
-------- -------- -------- -------- ---------- ---------- ------
(0.37) (0.45) (0.46) (0.54) (0.18) (0.57) (0.12)
-- -- -- (0.00)(b) -- (0.01) --
(0.05) -- -- -- -- (0.01) (0.02)
-------- -------- -------- -------- ---------- ---------- ------
(0.42) (0.45) (0.46) (0.54) (0.18) (0.59) (0.14)
-------- -------- -------- -------- ---------- ---------- ------
$8.44 $8.25 $8.04 $8.41 $7.76 $8.04 $8.44
======== ======== ======== ======== ========== ========== ======
7.52% 8.54% 1.25% 15.69% (1.24%) (1.63%) 1.75%
4.45% 5.67% 5.7% 6.7% 7.1%(+) 7.1% 4.45%(+)
1.87% 1.65% 1.6% 1.7% 1.7%(+) 1.7% 1.87%(+)
371% 338% 307% 540% 143% 491% 371%
$590,592 $636,491 $782,970 $990,184 $1,024,492 $1,119,586 $94
</TABLE>
MONEY MARKET FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
-------- -------- -------- -------- -------- -------- ------
0.05 0.05 0.05 0.05 0.02 0.03 0.02
-------- -------- -------- -------- -------- -------- ------
(0.05) (0.05) (0.05) (0.05) (0.02) (0.03) (0.02)
-------- -------- -------- -------- -------- -------- ------
$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ======== ======
5.01% 5.08% 4.91% 5.51% 1.54% 3.08% 1.60%
4.90% 4.97% 4.8% 5.4% 4.6%(+) 3.1% 4.90%(+)
0.70% 0.70% 0.7% 0.7% 0.7%(+) 0.7% 0.70%(+)
0.93% 0.95% 1.0% 0.9% 0.9%(+) 1.0% 0.93%(+)
$424,174 $336,622 $317,483 $279,843 $221,912 $192,477 $18
</TABLE>
147
<PAGE> 153
FINANCIAL HIGHLIGHTS
CALIFORNIA TAX FREE FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31, Sept. 1 through Year ended
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period $9.93 $9.78 $9.95 $9.10 $9.57 $10.38
------- ------- ------- ------- ------- -------
Net investment income 0.44 0.48 0.49 0.50 0.17 0.53
Net realized and unrealized gain (loss) on investments 0.08 0.27 (0.16) 0.85 (0.47) (0.51)
------- ------- ------- ------- ------- -------
Total from investment operations 0.52 0.75 0.33 1.35 (0.30) 0.02
------- ------- ------- ------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.46) (0.48) (0.50) (0.50) (0.17) (0.52)
From net realized gain on investments (0.01) (0.12) -- -- -- (0.31)
------- ------- ------- ------- ------- -------
Total dividends and distributions (0.47) (0.60) (0.50) (0.50) (0.17) (0.83)
------- ------- ------- ------- ------- -------
Net asset value at end of period $9.98 $9.93 $9.78 $9.95 $9.10 $9.57
======= ======= ======= ======= ======= =======
Total investment return(a) 5.33% 7.90% 3.44% 15.18% (3.11%) (0.12%)
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 4.42% 4.88% 5.0% 5.3% 5.5%(+) 5.4%
Net expenses 1.24% 1.24% 1.24% 1.24% 0.99%(+) 0.99%
Expenses (before reimbursement) 1.40% 1.26% 1.3% 1.4% 1.2%(+) 1.1%
Portfolio turnover rate 104% 108% 79% 107% 24% 96%
Net assets at end of period (in 000's) $19,204 $18,199 $18,098 $19,825 $16,667 $17,356
</TABLE>
NEW YORK TAX FREE FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31, Sept. 1 through Year ended
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994
<S> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period $10.09 $9.91 $10.12 $9.20 $9.58 $10.43
------- ------- ------- ------- ------- -------
Net investment income 0.45 0.49 0.50 0.52 0.19 0.56
Net realized and unrealized gain (loss) on investments 0.08 0.32 (0.21) 0.91 (0.39) (0.59)
------- ------- ------- ------- ------- -------
Total from investment operations 0.53 0.81 0.29 1.43 (0.20) (0.03)
------- ------- ------- ------- ------- -------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.46) (0.49) (0.50) (0.51) (0.18) (0.57)
From net realized gain on investments (0.08) (0.14) -- -- -- (0.25)
------- ------- ------- ------- ------- -------
Total dividends and distributions (0.54) (0.63) (0.50) (0.51) (0.18) (0.82)
------- ------- ------- ------- ------- -------
Net asset value at end of period $10.08 $10.09 $9.91 $10.12 $9.20 $9.58
======= ======= ======= ======= ======= =======
Total investment return(a) 5.38% 8.39% 3.06% 15.97% (2.11%) (0.35%)
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 4.43% 4.88% 5.0% 5.4% 6.1%(+) 5.7%
Net expenses 1.24% 1.24% 1.24% 1.24% 0.99%(+) 0.99%
Expenses (before reimbursement) 1.57% 1.41% 1.4% 1.4% 1.2%(+) 1.1%
Portfolio turnover rate 157% 212% 114% 114% 39% 169%
Net assets at end of period (in 000's) $15,499 $13,814 $15,572 $18,248 $17,106 $17,862
</TABLE>
* The Fund changed its fiscal year end from August 31 to December 31.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Less than one thousand dollars.
148
<PAGE> 154
FINANCIAL HIGHLIGHTS
CALIFORNIA TAX FREE FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1998
<S> <C> <C> <C> <C>
$9.90 $9.75 $9.91 $9.10 $9.95
------- ------ ------ ------ -------
0.42 0.45 0.45 0.52 0.13
0.07 0.27 (0.16) 0.81 0.02
------- ------ ------ ------ -------
0.49 0.72 0.29 1.33 0.15
------- ------ ------ ------ -------
(0.43) (0.45) (0.45) (0.52) (0.14)
(0.01) (0.12) -- -- (0.01)
------- ------ ------ ------ -------
(0.44) (0.57) (0.45) (0.52) (0.15)
------- ------ ------ ------ -------
$9.95 $9.90 $9.75 $9.91 $9.95
======= ====== ====== ====== =======
5.07% 7.63% 3.10% 14.91% 1.51%
4.17% 4.63% 4.7% 5.1% 4.17%(+)
1.49% 1.49% 1.49% 1.49% 1.49%(+)
1.65% 1.51% 1.6% 1.7% 1.65%(+)
104% 108% 79% 107% 104%
$11,040 $7,288 $5,089 $1,963 --(b)
</TABLE>
NEW YORK TAX FREE FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1998
<S> <C> <C> <C> <C>
$10.03 $9.84 $10.02 $9.20 $10.11
------- ------ ------ ------ -------
0.43 0.45 0.45 0.59 0.13
0.06 0.33 (0.18) 0.82 (0.01)
------- ------ ------ ------ -------
0.49 0.78 0.27 1.41 0.12
------- ------ ------ ------ -------
(0.43) (0.45) (0.45) (0.59) (0.14)
(0.08) (0.14) -- -- (0.08)
------- ------ ------ ------ -------
(0.51) (0.59) (0.45) (0.59) (0.22)
------- ------ ------ ------ -------
$10.01 $10.03 $9.84 $10.02 $10.01
======= ====== ====== ====== =======
5.00% 8.14% 2.86% 15.67% 1.18%
4.18% 4.63% 4.7% 5.1% 4.18%(+)
1.49% 1.49% 1.49% 1.49% 1.49%(+)
1.82% 1.66% 1.6% 1.6% 1.82%(+)
157% 212% 114% 114% 157%
$8,217 $5,585 $4,100 $1,588 --(b)
</TABLE>
149
<PAGE> 155
FINANCIAL HIGHLIGHTS
TAX FREE BOND FUND
<TABLE>
<CAPTION>
CLASS A
Year ended December 31,
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Net asset value at beginning of period $10.19 $9.84 $10.02 $9.20
------- ------- ------- ------
Net investment income 0.47 0.51 0.54 0.52
Net realized and unrealized gain (loss) on investments 0.03 0.35 (0.19) 0.83
------- ------- ------- ------
Total from investment operations 0.50 0.86 0.35 1.35
------- ------- ------- ------
LESS DIVIDENDS AND DISTRIBUTIONS:
From net investment income (0.48) (0.51) (0.53) (0.53)
In excess of net investment income (0.01) -- -- --
From net realized gain on investments -- -- -- --
------- ------- ------- ------
Total dividends and distributions (0.49) (0.51) (0.53) (0.53)
------- ------- ------- ------
Net asset value at end of period $10.20 $10.19 $9.84 $10.02
======= ======= ======= ======
Total investment return(a) 4.98% 9.02% 3.63% 15.00%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Net investment income 4.61% 5.14% 5.4% 5.5%
Expenses 1.02% 1.01% 1.0% 1.0%
Portfolio turnover rate 116% 119% 95% 110%
Net assets at end of period (in 000's) $17,868 $13,017 $16,486 $9,752
</TABLE>
* The Fund changed its fiscal year end from August 31 to December 31.
** Class C shares were first offered on September 1, 1998.
(+) Annualized.
(a) Total return is calculated exclusive of sales charges and is not annualized.
(b) Less than one cent per share.
150
<PAGE> 156
FINANCIAL HIGHLIGHTS
TAX FREE BOND FUND
<TABLE>
<CAPTION>
CLASS B CLASS C
Year ended December 31, Sept. 1 through Year ended Sept. 1** through
1998 1997 1996 1995 Dec. 31, 1994* Aug. 31, 1994 Dec. 31, 1998
<S> <C> <C> <C> <C> <C> <C>
$10.19 $9.84 $10.03 $9.20 $9.71 $10.39 $10.25
-------- -------- -------- -------- -------- -------- ------
0.45 0.49 0.51 0.51 0.17 0.51 0.15
0.03 0.35 (0.19) 0.83 (0.51) (0.58) (0.04)
-------- -------- -------- -------- -------- -------- ------
0.48 0.84 0.32 1.34 (0.34) (0.07) 0.11
-------- -------- -------- -------- -------- -------- ------
(0.45) (0.49) (0.51) (0.51) (0.17) (0.53) (0.15)
(0.01) -- -- -- -- -- --(b)
-- -- -- -- -- (0.08) --
-------- -------- -------- -------- -------- -------- ------
(0.46) (0.49) (0.51) (0.51) (0.17) (0.61) (0.15)
-------- -------- -------- -------- -------- -------- ------
$10.21 $10.19 $9.84 $10.03 $9.20 $9.71 $10.21
======== ======== ======== ======== ======== ======== ======
4.83% 8.80% 3.33% 14.86% (3.53%) (0.69%) 1.09%
4.36% 4.93% 5.2% 5.2% 5.6%(+) 5.4% 4.36%(+)
1.27% 1.22% 1.2% 1.2% 1.2%(+) 1.2% 1.27%(+)
116% 119% 95% 110% 37% 92% 116%
$461,420 $482,209 $496,231 $543,314 $513,781 $552,156 $5
</TABLE>
151
<PAGE> 157
APPENDIX A
TAXABLE EQUIVALENT YIELD TABLE*(+)
<TABLE>
<CAPTION>
IF YOUR FEDERAL
MARGINAL INCOME TAX a tax-free yield of
RATE IS 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0%
would equal a taxable yield of:
<S> <C> <C> <C> <C> <C> <C> <C>
15.00%.................................. 4.71% 5.29% 5.88% 6.47% 7.06% 7.65% 8.24%
28.00%.................................. 5.56% 6.25% 6.94% 7.64% 8.33% 9.03% 9.72%
31.00%.................................. 5.80% 6.52% 7.25% 7.97% 8.70% 9.42% 10.14%
36.00%.................................. 6.25% 7.03% 7.81% 8.59% 9.38% 10.16% 10.94%
39.60%.................................. 6.62% 7.45% 8.28% 9.11% 9.93% 10.7% 11.5%
</TABLE>
* This table reflects application of the regular federal income tax only;
other taxes may be applicable with respect to a particular shareholder.
Such taxes could change the information shown. Tax rates are subject to
change. Investors in the California and New York Tax Free Funds should in
particular note that the chart does not reflect any state and local taxes
that may be deductible in computing federal income tax liability.
(+) This table is for illustrative purposes only; investors should consult their
tax advisers with respect to the tax implications of an investment in a Fund
that invests primarily in securities the interest on which is exempt from
regular federal income tax.
<PAGE> 158
No dealer, salesman or any other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus and in
the related Statement of Additional
Information, in connection with the
offer contained in this Prospectus,
and, if given or made, such other
information or representations must
not be relied upon as having been
authorized by the Trust or the
Distributor. This Prospectus and the
related Statement of Additional
Information do not constitute an offer
by the Trust or by the Distributor to
sell or a solicitation of any offer to
buy any of the securities offered
hereby in any jurisdiction to any
person to whom it is unlawful to make
such offer in such jurisdiction.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Provides more details about the Funds. A current SAI is incorporated by
reference into the prospectus and has been filed with the SEC.
ANNUAL/SEMIANNUAL REPORTS
Provide additional information about the Funds' investments and include
discussions of market conditions and investment strategies that
significantly affected the Funds' performance during the last fiscal year.
TO OBTAIN INFORMATION:
Write to NYLIFE Distributors Inc., 300 Interpace Parkway, Building A,
Parsippany, N.J. 07054, call 1-800-MAINSTAY (1-800-624-6782) or visit our
website at mainstayfunds.com.
You can obtain information about the Funds (including the SAI) by visiting
the SEC's Public Reference Room in Washington, D.C. (phone 1-800-SEC-0330).
You may visit the SEC's website at sec.gov or you may send your written
request and a duplicating fee to the SEC's Public Reference Section,
Washington, D.C. 20549-6009.
THE MAINSTAY FUNDS
SEC File Number: 81-4550
[MAINSTAY LOGO]
NYLIFE DISTRIBUTORS INC.
300 Interpace Parkway
Building A
Parsippany, New Jersey 07054
Distributor of The MainStay Funds
NYLIFE Distributors Inc. is an indirect wholly owned
subsidiary of New York Life Insurance Company
[NY LIFE LOGO]
[RECYCLE LOGO]
More information about the Funds is available free upon request.
<PAGE> 159
THE FULL MAINSTAY LINE-UP INCLUDES:
AGGRESSIVE GROWTH
Small Cap Growth Fund
Small Cap Value Fund
GROWTH
Blue Chip Growth Fund
Capital Appreciation Fund
Equity Index Fund
International Equity Fund
GROWTH AND INCOME
Convertible Fund
Equity Income Fund
MAP Equity Fund
Growth Opportunity Fund
Research Value Fund
Strategic Value Fund
Total Return Fund
Value Fund
INCOME
Global High Yield Fund
Government Fund
High Yield Corporate Bond Fund
International Bond Fund
Money Market Fund
Strategic Income Fund
TAX-FREE INCOME
California Tax Free Fund
New York Tax Free Fund
Tax Free Bond Fund
THIS COVER IS NOT PART OF THE PROSPECTUS
[MAINSTAY LOGO]
MSPR07-05/99
<PAGE> 160
MainStay MAP Equity Fund Prospectus May 1, 1999
Class I shares
The MainStay MAP Equity Fund is a series of The MainStay Funds. MainStay offers
22 mutual funds in addition to the MAP Equity Fund.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 161
What's Inside?
MAP Equity Fund............................................................... 3
Account Policies: Buying, Selling and Exchanging Shares....................... 6
Decide How to Receive Your Earnings...........................................12
Understand the Tax Consequences...............................................13
Know With Whom You're Investing...............................................14
Financial Highlights..........................................................15
2
<PAGE> 162
MAP EQUITY FUND
INVESTMENT OBJECTIVES -- The MAP Equity Fund's investment objective is to seek
long-term appreciation of capital. The Fund also seeks to earn income, but this
is a secondary objective.
PRINCIPAL INVESTMENT STRATEGIES -- The Fund normally invests at least 65% of its
total assets in equity-type securities, including common stocks, as well as
securities convertible into, or exchangeable for, common stocks. The Fund
primarily invests in the securities of domestic issuers.
INVESTMENT PROCESS -- In pursuing the Fund's investment objective, Markston
International, LLC, the Fund's Subadviser, seeks to identify securities that are
out of favor but where a catalyst exists for turning such securities into
investments that the Subadviser believes will have improved performance (i.e.,
value opportunities). Factors examined by the Subadviser to indicate value
include: statistical indications, such as low multiples of book value or cash
flow, and more fundamental factors, such as industry consolidations. The
Subadviser also places emphasis on the presence of a catalyst that may unlock a
company's potential, such as management changes, restructurings and sales of
underperforming assets. In selecting securities for investment, the Subadviser
also assesses the judgment, quality and integrity of company management and the
track record of product development.
Although under normal circumstances the Fund intends to hold its securities for
a relatively long period of time, the Subadviser may sell investments when it
believes the opportunity for current profits or the risk of market decline
outweighs the prospect of capital gains. Certain securities may be acquired from
time to time in an effort to earn short-term profits.
PRINCIPAL RISKS -- The net asset value of the Fund will fluctuate and you could
lose money by investing in the Fund. An investment in the Fund is not a deposit
in a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Investment in common stocks, securities convertible into common stocks and other
equity securities is particularly subject to the risk of changing economic,
stock market, industry and company conditions, which can adversely affect the
value of the Fund's holdings. The total return for a convertible security will
be partly dependent upon the performance of the underlying common stock into
which it can be converted. The principal risk of investing in value stocks is
that they may never reach what the Subadviser believes is their full value or
that they may even go down in value. In addition, different types of stocks tend
to shift in and out of favor depending on market and economic conditions and
therefore the Fund's performance may be lower or higher than that of funds that
invest in other types of equity securities (such as those emphasizing growth
stocks).
TEMPORARY DEFENSIVE INVESTMENTS -- In times of unusual or adverse conditions, or
during periods when the Subadviser believes that investment opportunities in the
equity markets are diminished (due to either fundamental changes in those
markets or an anticipated general decline in the value of equity securities),
for temporary defensive purposes, the Fund may invest without limit in cash,
preferred stock, money market investments or other debt or debt-related
instruments. During such times, the Fund may not invest in accordance with its
investment objectives or investment strategies and, as a result, the Fund may
not achieve its investment objectives.
3
<PAGE> 163
FEES AND EXPENSES OF THE FUND
The table below describes the fees and expenses that you may pay if you buy and
hold Class I shares of the Fund.
<TABLE>
<CAPTION>
MAP EQUITY FUND
<S> <C>
SHAREHOLDER FEES (FEES PAID
DIRECTLY FROM YOUR
INVESTMENT)
MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES OF
SHARES (as a percentage of
offering price) None
Maximum Deferred Sales
Charge (Load) (as a
percentage of redemption
proceeds) None
Exchange Fee *
Maximum Account Fee **
ANNUAL FUND OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS)
Management Fees 0.75%
Distribution and/or Service
(12b-1) Fees None
Other Expenses 0.37%(1)
----
Total Annual Fund Operating
Expenses 1.12%(2)
====
Fee Waiver 0.12%
Net Expenses 1.00%
</TABLE>
* Except for systematic exchanges, exchanges processed via MainStay's automated
system and as to certain accounts for which tracking data is not available,
after five exchanges per calendar year, a $10 fee will be imposed per
exchange.
** An annual account fee of $12 (subject to a maximum of $36 per social
security/tax I.D. number) will be charged on accounts with balances below
$250. There are exceptions. See "Account Policies: Buying, Selling, and
Exchanging Shares."
1. Estimated.
2. The Manager has contractually agreed to limit total annual fund operating
expenses to 1.00% for Class I shares for a period of two years from the date
of this prospectus, after which time the Manager may discontinue the
limitation. For a two-year period following expiration of the expense
limitation, the Manager may be entitled to reimbursement for a portion of
expenses paid pursuant to the expense limitation.
The "Example" is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that your investment has a 5% return each year and that the Fund
operating expenses remain the same. There is no sales charge (load) on
reinvested dividends.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Examples
EXPENSES
AFTER
- ---------------------
1 year $ 114
3 years $ 356
5 years $ 617
10 years $1,363
</TABLE>
4
<PAGE> 164
PAST PERFORMANCE
The bar chart and table indicate the risks of investing in the Fund by showing
changes in its performance over a ten year period and by showing how the Fund's
average annual returns for one, five and ten years compare to those of a
broad-based securities market index. The Fund commenced operations in 1970 as
the Mutual Benefit Fund. It was renamed MAP-Equity Fund on May 1, 1995. Pursuant
to an Agreement and Plan of Reorganization, the MAP-Equity Fund is to be
reorganized as the MainStay MAP Equity Fund on or about June 9, 1999. The shares
of the MAP-Equity Fund are being designated as Class I shares of the Fund. The
performance figures shown reflect the performance of the MAP-Equity Fund for the
periods ended December 31, 1998. As with all mutual funds, past performance is
not necessarily an indication of how the Fund will perform in the future.
[MAP Equity Fund Bar Chart]
<TABLE>
<S> <C>
89 28.18
90 -5.09
91 27.69
92 10.53
93 8.67
94 2.76
95 32.50
96 23.82
97 27.99
98 24.23
</TABLE>
ANNUAL RETURNS
(by calendar year 1989-1998)
BEST AND WORST QUARTERLY RETURNS
(1989-1998)
<TABLE>
<CAPTION>
MAP EQUITY FUND (CLASS I) RETURN QUARTER/YEAR
<S> <C> <C>
Highest Return/Best Quarter 18.69% 4/98
Lowest Return/Worst Quarter -14.62% 3/90
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS
as of 12/31/98
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
MAP Equity Fund
Class I 18.33% 20.62% 16.90%
S&P 500* 28.58% 24.06% 19.21%
</TABLE>
* "S&P 500(R)" and "500" are trademarks of The McGraw-Hill Companies, Inc. The
S&P 500 Index is an unmanaged index and is considered to be generally
representative of the U.S. stock market. Results assume the reinvestment of
all income and capital gains distributions.
5
<PAGE> 165
ACCOUNT POLICIES: BUYING, SELLING AND EXCHANGING SHARES
GENERAL INSTRUCTIONS: BUYING AND SELLING SHARES
Shares are not available for purchase until on or about June 9, 1999.
IN WRITING
<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES TO SELL SHARES
<S> <C> <C> <C>
Complete your application and Send additional investments directly to: Write a letter of instruction that
send it and your check to your includes:
investment professional. The MainStay Funds
P.O. Box 8401 - your name(s) and signature(s)
Class I shares are only Boston, MA 02266-8401 - your account number
available to shareholders who - fund name and class of shares
held shares of the Fund on the Include your fund, account number and - dollar amount you want to sell
date it was reorganized, which class of shares with your check.
is expected to be on or about Obtain a signature guarantee or other
June 9, 1999, certain Send overnight orders to: documentation, if required.
institutional investors and The MainStay Funds
employees, retiring employees, c/o Boston Financial Mail your request to:
former employees, retirees, Data Services The MainStay Funds
current and formerly affiliated 2 Heritage Drive P.O. Box 8401
sales agents and retired sales North Quincy, MA 02171-2138 Boston, MA 02266-8401
agents of MBL Life Assurance
Corp. and its affiliates, You must ask to sell your shares in
including individual retirement writing and have your signature
accounts, qualified pension guaranteed for:
plans, deferred benefit plans
and other pension or profit - amounts of $100,000 or more
sharing or incentive plans, for - accounts which have had a change of
such persons. address within 30 days
- redemptions sent to an address other
than the address of record
A signature guarantee helps protect
against fraud. You can obtain one from
most banks and securities dealers, but
not from a notary public. For joint
accounts, each signature must be
guaranteed. Please call MainStay
Shareholder Services, Inc., the Fund's
Transfer Agent, ("MSS") to ensure that
your signature guarantee will be
processed correctly.
</TABLE>
6
<PAGE> 166
BY TELEPHONE
<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES TO SELL SHARES
<S> <C> <C> <C>
If your purchase is at least WIRE Call us to request your transaction
$5,000, have your investment and determine whether proceeds will be
professional call in your Have your investment professional call sent by wire or by check.
order. Your application and in your order and wire your investment
payment must be received in to: GETTING YOUR MONEY BY WIRE TRANSFER
good order within 3 business
days. State Street Bank and Trust Company with Be sure MainStay has your bank account
these instructions: information on file. Proceeds will be
- ABA# 011 0000 28 wired to your bank.
- Attn: Custody and Shareholder Services
- the Fund name and class of shares - Minimum amount: $5,000
- your account number - Limit: One wire every 30 days
- name(s) of investor(s) - Authorization: You must select this
option on your application initially
To buy shares the same day, your or request it in writing at a later
investment professional must call by date.
noon and the wire must be received by
4:00 pm. After receiving your sell order by
phone, we will send the proceeds by
Your investment must be at least $5,000. bank wire to your designated bank
account the next business day.
MainStay charges a $10 fee per
transaction. Your bank may charge you
a fee to receive the wire transfer.
GETTING YOUR MONEY BY CHECK
A check will be sent to the address of
record.
- Maximum amount: $100,000
The check will be payable to the name
(or names) on the account and mailed
to the address on the account. (See
the SAI for more details.)
LIMITS ON TELEPHONE REDEMPTIONS
Telephone redemptions are not
permitted for shares:
- represented by certificates
- bought within the previous 10
calendar days, or
- owned by someone whose address of
record has changed within the
previous 30 days
- equaling an amount of $100,000 or
more
</TABLE>
7
<PAGE> 167
AUTOMATICALLY
<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES TO SELL SHARES
<S> <C> <C> <C>
AUTOINVEST SYSTEMATIC WITHDRAWAL PLAN
Not Applicable. Investors who are authorized for To make regular redemptions, choose
AutoInvest can call MSS toll free at the plan when you open your account or
1-800-MAINSTAY to make scheduled call MSS to request a form to add the
systematic investments from a designated plan. Complete the form, specifying
bank account or to buy shares by using the amount and frequency of
electronic debits from a designated bank withdrawals you would like.
account. Withdrawals must be at least $100. You
PAYROLL DEDUCTION must have at least $10,000 in your
For making automatic investments through account at the time of request and
a payroll deduction. shares must not be in certificate
DIVIDEND REINVESTMENT form. You should not use a systematic
For automatically reinvesting dividends withdrawal plan when you are regularly
and distributions in the Fund or another buying shares. You will be paying
MainStay Fund. sales charges to replace the shares
you're selling.
SYSTEMATIC EXCHANGES
For regular, systematic exchanges from
one MainStay Fund to another.
TELEPHONE EXCHANGES
For telephone exchanges from one
MainStay Fund to another.
</TABLE>
8
<PAGE> 168
NAV
<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES TO SELL SHARES
<S> <C> <C> <C>
You buy shares at net asset You may sell shares by calling or
value ("NAV"). NAV is generally writing MSS or your investment
calculated as of the close of professional. MSS must receive your
trading on the New York Stock order with all the information,
Exchange (usually 4:00 pm signatures and documentation necessary
Eastern time) every day the to sell your shares. If you have share
Exchange is open. When you buy certificates, you must return them
shares, you must pay the next with your redemption request.
NAV calculated after MSS
receives your order in good Your shares will be sold at the next
order. This means all the NAV calculated after MSS receives your
necessary information, order in good order. MainStay will
signatures and documentation make the payment within 7 days after
has been received. receiving your request in good order.
VALUING SECURITIES
The Fund's investments are
valued based on current market
value. Events affecting the
values of portfolio securities
which occur between the time
their prices are determined and
the close of the Exchange
generally will not be reflected
in the Fund's calculation of
NAV. However, the Subadviser,
in consultation with the
Manager, may, in its judgment,
determine that an adjustment to
NAV should be made because
intervening events have caused
the Fund's NAV to be materially
inaccurate.
</TABLE>
9
<PAGE> 169
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
<CAPTION>
TO OPEN AN ACCOUNT TO BUY MORE SHARES TO SELL SHARES
<S> <C> <C> <C> <C> <C>
MINIMUM INVESTMENTS* If you buy shares by check and quickly There will be no redemption during any
decide to sell them, the Fund will period in which the right of
Initial $500 withhold payment for 10 days from the redemption is suspended or date of
Subsequent $50 date the check is received. payment is postponed because the New
York Stock Exchange is closed or
*The minimum initial investment Minimum investment for subsequent trading on the Exchange is restricted
amount is waived for purchase purchases: $50 or the SEC deems an emergency to
by the Trustees, New York Life exist.
and its subsidiaries and their
employees, officers, directors REDEMPTIONS-IN-KIND
or agents.
The Fund reserves the right to pay
All investments must be in U.S. certain redemptions, either totally or
dollars and drawn on a U.S. partially, by a distribution in kind
bank. Except under certain of securities (instead of cash) from
circumstances, third-party the Fund's portfolio.
checks cannot be accepted. If
your check doesn't clear, your CONVENIENT, YES . . . BUT NOT
order will be canceled and you RISK-FREE
could be liable for losses or
fees. We also reserve the right Telephone redemption privileges are
to limit the number of checks convenient, but you give up some
processed at one time. security. When you sign the
Telephone purchase orders must application to buy shares, you agree
be at least $5,000 per Fund. that neither The MainStay Funds nor
Wires are not accepted when the MSS will be liable for following phone
New York Stock Exchange or instructions that they reasonably
banks are closed. believe are genuine. When using the
MainStay Audio Response System, you
The Fund reserves the right to bear the risk of any loss from your
charge a $12 annual account fee errors unless the Fund or MSS fail to
(maximum of $36 per social use established safeguards for your
security or tax I.D. number) on protection. These safeguards are among
accounts with balances less those currently in place at
than $250. The fee is not MainStay Funds:
charged on retirement plan
accounts, accounts with - all phone calls are tape recorded;
automatic investment plans and and
accounts for which tracking - written confirmation of every
data is not available. transaction is sent to your address
of record.
</TABLE>
OTHER
10
<PAGE> 170
SHAREHOLDER SERVICES
AUTOMATIC SERVICES
Buying or selling shares automatically is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-MAINSTAY.
EXCHANGE PRIVILEGES
Once you open an account, Class I shareholders of the Fund who were shareholders
of the MAP-Equity Fund on the date of the reorganization may exchange Class I
shares into Class A shares of another MainStay Fund without the imposition of a
sales charge. Currently, the other MainStay Funds do not offer Class I shares.
Prior to making exchanges, Class I shareholders should note that a Rule 12b-1
fee is imposed on Class A shares. Class I shareholders should request and read
carefully the prospectus for any MainStay Fund they wish to exchange into before
they place an exchange request. Once you exchange your Class I shares for Class
A shares of another Fund, you may not exchange those shares back into Class I
shares.
For information about CDSC waivers, see the SAI.
IN GENERAL
Selling and exchanging shares may result in a gain or loss and therefore may be
subject to taxation. Consult your tax adviser on the consequences.
MainStay may revise or terminate the systematic withdrawal plan and the exchange
privileges upon written notice. In addition, upon notice, a $5 fee per
redemption may be charged for redemptions under the systematic withdrawal plan.
GENERAL POLICIES--PURCHASING, SELLING AND EXCHANGING SHARES
Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as MSS takes reasonable
measures to verify the order.
The MainStay Funds reserves the right to:
- - refuse any purchase or exchange request that could adversely affect a Fund or
its operations including those from any individual or group who, in the Fund's
view, is likely to engage in excessive trading. Exchanges are limited to five
exchanges per account in each calendar year without imposition of transaction
fees; subsequent exchanges will incur a $10 fee or may be denied. The
processing fee will not be charged on systematic exchanges, on exchanges
processed via MainStay's automated system, and on certain accounts for which
tracking data is not available.
- - change or discontinue its exchange privilege after notifying shareholders, or
temporarily suspend this privilege during unusual market conditions
- - change minimum investment amounts
If you invest through a third party (rather than directly with MainStay), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
TAX-DEFERRED RETIREMENT PLANS
Shares of the Fund may be purchased for retirement plans providing tax-deferred
investments for individuals and institutions. Shares purchased may be used as
investments for established plans or the Distributor may provide plan documents
for selected plans. A plan document must be adopted in order for a plan to be in
existence.
Custodial services are provided for IRA/ROTH IRA/ SEP/SARSEP, SIMPLE IRA and
Education IRA plans, and for 403(b)(7) Custodial Accounts. Plan administration
is also available for select qualified retirement plans.
Contributions made to such plans to the extent provided in federal income tax
law currently in effect, and earnings thereon, will not be taxable to the plan
participant until distribution. An investor should consult with his or her tax
adviser before establishing any tax-deferred retirement plan.
11
<PAGE> 171
Decide How to Receive Your Earnings
TWO KINDS OF EARNINGS
DIVIDENDS AND INTEREST
Most funds earn either dividends from stocks, interest from bonds and other
securities, or both. A mutual fund, however, always pays this income to you as
"dividends." The dividends paid by the Fund will vary based on the income from
its investments and the expenses incurred by the Fund.
WHEN THE FUND PAYS
The Fund declares and distributes any dividends quarterly. Dividends are paid on
the first business day of each month after a dividend is declared.
CAPITAL GAINS
Funds earn capital gains when they sell securities at a profit.
WHEN THE FUND PAYS
At the end of each fiscal year, the Fund matches its gains against its losses.
If the balance results in a gain, the Fund will distribute the gain to
shareholders.
HOW TO TAKE YOUR EARNINGS
You may choose how to receive earnings (and change your choice as often as you
like) by notifying your investment professional (if permitted by the broker-
dealer) or MainStay directly. If you don't make a choice on your application,
your earnings will be automatically reinvested in the same class of shares of
the Fund. In order to reinvest dividends and/or capital gains in another Fund,
you must have an established account in that class of shares of that Fund. You
don't pay a sales charge on shares bought through the automatic reinvestment of
dividends or capital gains. Here are your choices:
REINVEST EVERYTHING IN:
- - the Fund; or
- - in another Fund of your choice.
TAKE THE DIVIDENDS IN CASH
Reinvest the capital gains in:
- - the Fund; or
- - in another Fund of your choice.
TAKE THE CAPITAL GAINS IN CASH
Reinvest the dividends in:
- - the Fund; or
- - in another Fund of your choice.
TAKE A PERCENTAGE OF THE DIVIDENDS OR CAPITAL GAINS IN CASH AND REINVEST THE
REMAINDER IN:
- - the Fund.
TAKE EVERYTHING IN CASH
12
<PAGE> 172
Understand the Tax Consequences
MOST OF YOUR DIVIDENDS ARE TAXABLE
Virtually all of the dividends you receive from the Fund are taxable, whether
you take them as cash or automatically reinvest them. Some dividends will be
taxable as long-term capital gains.
MainStay keeps track of your tax status and will mail your tax report each year
by January 31. This report will tell you which dividends and redemptions should
be treated as taxable ordinary income, which, if any, as tax-exempt income, and
which, if any, as long- and short-term capital gains.
RETIREMENT PLANS
None of the dividends earned in a tax-deferred retirement plan are taxable until
distributed from the plan.
EXCHANGES
An exchange of shares of one fund for shares of another will be treated as a
sale of shares of the first fund and a purchase of shares of the second fund.
Any gain on the transaction may be subject to federal income tax.
BACKUP WITHHOLDING
As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the rate of 31% of all taxable distributions payable to you if you
fail to provide the Fund with your correct taxpayer identification number or to
make required certifications, or if you have been notified by the IRS that you
are subject to backup withholding. Backup withholding is not an additional tax;
rather, it is a way in which the IRS ensures it will collect taxes otherwise
due. Any amounts withheld may be credited against your U.S. federal income tax
liability.
You should be aware that if you buy shares shortly before a dividend payment,
a part of your investment will be returned in the form of a dividend which may
be taxable income for you.
The Government includes tax-exempt income when computing the amount of Social
Security or other benefits that are subject to tax.
SEEK ASSISTANCE
Your investment professional is always available to help you keep your
investment goals coordinated with your tax considerations. You should,
however, rely on your tax adviser for tax counsel.
For additional information on federal, state, and local taxation, see the SAI.
DON'T OVERLOOK SALES CHARGES
The amount you pay in sales charges reduces gains and increases losses for tax
purposes.
13
<PAGE> 173
Know With Whom You're Investing
WHO RUNS THE FUND'S DAY-TO-DAY BUSINESS?
MainStay Management, Inc., 300 Interpace Parkway, Building A, Parsippany, NJ
07054, serves as the Fund's manager, handling business affairs for the Fund.
MainStay Management, Inc. is a corporation organized under the laws of Delaware
and is an indirect, wholly-owned subsidiary of New York Life Insurance Company.
The Manager provides offices and conducts clerical, recordkeeping and
bookkeeping services, and keeps most of the financial and accounting records
required for the Fund. The Manager has delegated its portfolio management
responsibilities to the Subadviser.
The Manager pays the salaries and expenses of all personnel affiliated with the
Fund, and all the operational expenses that aren't the responsibility of the
Fund, including the fee paid to the Subadviser.
The Trust, on behalf of the Fund, pays the Manager an aggregate fee for services
performed at an annual rate of 0.75% of the average daily net assets of that
Fund.
The Fund, pursuant to an Accounting Agreement with the Manager, will bear an
allocable portion of the Manager's cost of performing certain bookkeeping and
pricing services. The Fund pays the Manager a monthly fee for services provided
under the Accounting Agreement at the annual rate of 1/20 of 1% for the first
$20 million of average monthly net assets, 1/30 of 1% of the next $80 million of
average monthly net assets and 1/100 of 1% of any amount in excess of $100
million of average monthly net assets.
The Manager is not responsible for records maintained by the Fund's Custodian,
Transfer Agent, Dividend Disbursing and Shareholder Servicing Agent, or Sub-
Adviser.
WHO MANAGES YOUR MONEY?
Markston International, LLC ("Markston"), 1 North Lexington Avenue, White
Plains, New York 10601, is the Fund's Subadviser. Under the supervision of the
Manager, the Subadviser is responsible for making the specific decisions about
buying, selling and holding securities; selecting brokers and brokerage firms to
trade for them; maintaining accurate records; and, if possible, negotiating
favorable commissions and fees with the brokers and brokerage firms. For these
services, the Subadviser is paid a monthly fee by the Manager, not the Fund. The
Fund's Trustees oversee the management and operations of the Fund.
Investment decisions for the Fund are made by Michael Mullarkey and Roger Lob.
Michael Mullarkey has been a portfolio manager for the MAP-Equity Fund since
1981, and Roger Lob has been a portfolio manager for the MAP-Equity Fund since
1987. Michael Mullarkey currently is the Fund's primary portfolio manager. Fund
assets are divided between the managers within certain parameters. Markston
reviews this asset allocation by manager periodically, and may adjust this
allocation based on investment performance and new investment opportunities
identified by each manager. This dual-manager investment structure facilitates
the Fund's diversification while allowing each manager to focus his research on
a limited number of companies.
YEAR 2000
The services provided to the Fund by the Manager, the Subadviser, and the Fund's
other service providers (including foreign subcustodians and depositories) are
dependent on those service providers' computer systems. Many computer software
and hardware systems in use today cannot distinguish between the year 2000 and
the year 1900 because of the way dates are encoded and calculated (the "Year
2000 Issue"). The failure to make this distinction could have a negative
implication on handling securities trades, pricing and account services. The
Manager, the Subadviser, and the Fund's other service providers are taking steps
that each believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems that they use. The Fund has no reason to believe
these steps will not be sufficient to avoid any material adverse impact on the
Fund, although there can be no assurances. The costs or consequences of
incomplete or untimely resolution of the Year 2000 Issue are unknown to the
Manager, the Subadviser and the Fund's other service providers at this time but
could have a material adverse impact on operations of the Fund and the Manager,
the Subadviser, and the Fund's other service providers. In addition, companies
in which the Fund invests may experience Year 2000 Issue difficulties which
could adversely impact their business and adversely affect the value of the
securities issued by them.
14
<PAGE> 174
Financial Highlights
The financial highlights table is intended to help you understand the MAP-Equity
Fund's financial performance for the past 5 years. Certain information reflects
financial results for a single MAP-Equity Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the MAP-Equity Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the MAP-Equity Fund's financial statements, are
included in the annual report, which is available upon request.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year.......................... $ 22.73 $ 20.66 $ 19.36 $ 16.67 $ 18.13
------- ------- ------- ------- -------
Net investment income....................................... 0.33 0.28 0.36 0.43 0.37
Net realized and unrealized gain (loss) on investments...... 4.81 5.49 4.16 4.90 0.13
------- ------- ------- ------- -------
Net increase (decrease) in net assets from operations....... 5.14 5.77 4.52 5.33 0.50
------- ------- ------- ------- -------
Dividends from net investment income........................ (0.33) (0.29) (0.36) (0.43) (0.37)
Distributions from net realized gain from security
transactions.............................................. (2.96) (3.41) (2.86) (2.07) (1.59)
Distribution in excess of net investments income (see Note
A)........................................................ -- -- -- (0.14) --
------- ------- ------- ------- -------
Total distributions......................................... (3.29) (3.70) (3.22) (2.64) (1.96)
------- ------- ------- ------- -------
Net Asset Value, End of Year................................ $ 24.58 $ 22.73 $ 20.66 $ 19.36 $ 16.67
======= ======= ======= ======= =======
Total Return(1)............................................. 24.23% 27.99% 23.82% 32.50% 2.76%
======= ======= ======= ======= =======
Ratios/Supplemental Data:
Net Assets, End of Year (thousands)......................... $60,414 $94,172 $73,591 $60,467 $48,130
======= ======= ======= ======= =======
Ratio of Expenses to Average Net Assets..................... 0.70% 0.82% 0.74% 0.81% 1.07%
======= ======= ======= ======= =======
Ratio of Net Investment Income to Average Net Assets........ 1.10% 1.18% 1.82% 2.30% 2.03%
======= ======= ======= ======= =======
Portfolio Turnover Rate..................................... 40.57% 57.57% 52.88% 39.40% 39.31%
======= ======= ======= ======= =======
</TABLE>
- --------
<TABLE>
<C> <S>
(1) The performance information provided is for the Fund's Class
I shares. The Fund commenced operations in 1970 as the
Mutual Benefit Fund. It was renamed MAP-Equity Fund on May
1, 1995. Pursuant to an Agreement and Plan of
Reorganization, the MAP-Equity Fund is to be reorganized as
the MainStay MAP Equity Fund on or about June 9, 1999. The
shares of the MAP-Equity Fund are being designated as Class
I shares of the Fund. Class A, Class B and Class C shares of
the Fund will be available for purchase on or about June 10,
1999. Total return does not reflect the sales commission
(maximum 4.75%) charged on Fund shares.
</TABLE>
15
<PAGE> 175
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE RELATED STATEMENT OF ADDITIONAL INFORMATION, IN CONNECTION
WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND OR THE DISTRIBUTOR. THIS PROSPECTUS AND THE RELATED STATEMENT OF
ADDITIONAL INFORMATION DO NOT CONSTITUTE AN OFFER BY THE FUND OR BY THE
DISTRIBUTOR TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION.
MORE INFORMATION ABOUT THE FUND IS AVAILABLE FREE UPON REQUEST:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
Provides more details about the Fund. A current SAI is incorporated by reference
into the prospectus and has been filed with the SEC.
ANNUAL/SEMIANNUAL REPORTS
Provide additional information about the Fund's investments and include
discussions of market conditions and investment strategies that significantly
affected the Fund's performance during the last fiscal year.
TO OBTAIN INFORMATION:
Write to NYLIFE Distributors Inc., 300 Interpace Parkway, Building A,
Parsippany, N.J. 07054, call 1-800-MAINSTAY (1-800-624-6782) or visit our
website at mainstayfunds.com.
You can obtain information about the Fund (including the SAI) by visiting the
SEC's Public Reference Room in Washington, D.C. (phone 1-800-SEC-0330). You may
visit the SEC's website at sec.gov or you may send your written request and a
duplicating fee to the SEC's Public Reference Section, Washington, D.C.
20549-6009.
[MAINSTAY(R) LOGO]
NYLIFE DISTRIBUTORS INC.
300 Interpace Parkway
Building A
Parsippany, New Jersey 07054
Distributor of The MainStay Funds
NYLIFE Distributors Inc. is an indirect wholly owned
subsidiary of New York Life Insurance Company.
[NYLIFE LOGO]
[RECYCLE LOGO]
THE MAINSTAY FUNDS
SEC File Number: 811-4550
<PAGE> 176
THE MAINSTAY FUNDS
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
- --------------------------------------------------------------------------------
This Statement of Additional Information supplements the information
contained in the Funds' Prospectuses dated May 1, 1999, as amended or
supplemented from time to time (collectively, the "Prospectus" or the
"Prospectuses"), and should be read in conjunction with the Prospectuses. The
Prospectuses are available without charge by writing to NYLIFE Distributors
Inc., (the "Distributor") 200 Interpace Parkway, Parsippany, NJ 07054 or by
calling 1-800-MAINSTAY (1-800-624-6782). This Statement of Additional
Information, although not in itself a prospectus, is incorporated by reference
in and is made a part of each of the Prospectuses.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Statement of Additional Information or in the related Prospectus, in connection
with the offer contained herein, and, if given or made, such other information
or representations must not be relied upon as having been authorized by The
MainStay Funds or the Distributor. This Statement of Additional Information and
the related Prospectuses do not constitute an offer by The MainStay Funds or by
the Distributor to sell or a solicitation of any offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction.
Shareholder inquiries should be made by writing directly to MainStay
Shareholder Services, Inc., P.O. Box 8401, Boston, Massachusetts 02266-8401, or
by calling 1-800-MAINSTAY. In addition, you can make inquiries through your
registered representative.
The financial statements of each of the Funds, except for the MAP Equity
Fund, including the Statements of Assets and Liabilities, the Portfolio of
Investments and the Statement of Operations for the year ended December 31,
1998, the Statement of Changes in Net Assets for the years ended December 31,
1998 and 1997, the Notes to the Financial Statements and the Reports of
Independent Accountants, all of which are included in the 1998 Annual Reports to
the Shareholders are hereby incorporated by reference into this Statement of
Additional Information.
1
<PAGE> 177
In addition, the financial statements of the MAP-Equity Fund, including
the Statement of Assets and Liabilities, the Portfolio of Investments and the
Statement of Operations for the year ended December 31, 1998, the Statement of
Changes in Net Assets for the years ended December 31, 1998 and 1997, the Notes
to the Financial Statements and the Report of Independent Accountants, all of
which are included in the MAP-Equity Fund's 1998 Annual Report to the
Shareholders are hereby incorporated by reference into this Statement of
Additional Information.
An audited financial statement for NYLIFE Inc., as of December 31, 1998,
is included in this Statement of Additional Information.
2
<PAGE> 178
TABLE OF CONTENTS
Page
----
The MainStay Funds 7
Additional Information About Certain Funds 7
Blue Chip Growth Fund 8
Convertible Fund 9
Equity Index Fund 9
Global High Yield Fund 9
Government Fund 10
High Yield Corporate Bond Fund 11
International Bond Fund 12
International Equity Fund 13
MAP Equity Fund 14
Money Market Fund 15
Research Value Fund 18
Small Cap Value Fund 18
Strategic Income Fund 20
Strategic Value Fund 21
Tax Free Bond Fund 23
Total Return Fund 25
Value Fund 25
The Equity Index Fund Guarantee 25
How the Indexing Works
Risk Factors Affecting California 28
Municipal Securities 29
Risk Factors Affecting New York
Municipal Securities 43
Special Considerations Affecting Puerto
Rico 61
Investment Practices and Instruments Common to Multiple Funds 68
Temporary Defensive Measures 68
Repurchase Agreements and Reverse
Repurchase Agreements 68
Lending of Portfolio Securities 71
Cash Equivalents 72
Bank Obligations 72
Commercial Paper 73
U.S. Government Securities 73
Debt Securities 74
3
<PAGE> 179
Convertible Securities 74
Arbitrage 76
Foreign Securities 76
Foreign Currency Transactions 78
Foreign Index-Linked Instruments 82
Brady Bonds 82
Municipal Securities 83
Industrial Development and Pollution
Control Bonds 88
Variable Rate Demand Notes ("VRDNs") 89
Floating and Variable Rate Securities 90
Zero Coupon Bonds 90
Standby Commitments -- Obligations with Puts Attached 91
When-Issued Securities 92
Mortgage-Related and Other Asset-Backed Securities 93
Warrants 103
Short Sales Against the Box 103
Options on Securities 104
Options on Foreign Currencies 110
Securities Index Options 113
Futures Transactions 114
Swap Agreements 126
Loan Participation Interests 128
Risks Associated with Debt Securities 131
Risks of Investing in High Yield
Securities ("Junk Bonds") 132
Fundamental Investment Restrictions 133
Non-Fundamental Investment Restrictions 136
Trustees and Officers 141
The Manager, the Sub-Adviser and the Distributor 147
Management Agreement 147
Sub-Advisory Agreements 148
Distribution Agreement 153
Distribution Plans 154
Other Services 162
Expenses Borne by the Trust 164
Portfolio Transactions and Brokerage 165
Net Asset Value 170
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Shareholder Investment Account 173
Shareholder Servicing Agent 174
Purchase, Redemption, Exchanges and Repurchase 174
How to Purchase Shares of the Funds 174
Alternative Sales Arrangements 177
Purchases at NAV 181
Reduced Sales Charges on Class A Shares 182
Letter of Intent ("LOI") 182
Contingent Deferred Sales Charge, Class A 182
Contingent Deferred Sales Charge, Class B 183
Additional CDSC Waivers Applicable to Accounts 185
Established Before January 1, 1998
Contingent Deferred Sales Charge, Class C
Redemptions and Exchanges 186
Distributions in Kind 187
Suspension of Redemptions 188
Exchange Privileges 188
Distributins and Redemptions for 189
Equity Index Fund 191
Tax-Deferred Retirement Plans 192
Cash or Deferred Profit Sharing Plans
Under Section 401(k) for Corporations
and Self-Employed Individuals 192
Individual Retirement Account ("IRA") 192
403(b)(7) Tax Sheltered Account 195
General Information 195
Calculation of Performance Quotations 195
Tax Information 205
Taxation of the Funds 205
Character of Distributions to
Shareholders -- General 207
Character of Distributions to
Shareholders -- The Tax-Free Funds 209
Discount 210
Users of Bond-Financed Facilities 211
Taxation of Options, Futures and Similar Instruments 211
Passive Foreign Investment Companies 213
Foreign Currency Gains and Losses 214
Commodity Investments 214
Dispositions of Fund Shares 214
Tax Reporting Requirements 216
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Foreign Taxes 216
State and Local Taxes - General 217
Explanation of Fund Distributions 218
Additional Information Regarding the
Equity Index Fund 219
Additional Information Regarding the
California Tax Free Fund and New York
Tax Free Fund 219
Annual Statements 220
General Information 221
Organization and Capitalization 222
General 222
Voting Rights 222
Shareholder and Trustee Liability 223
Registration Statement 223
Share Ownership of the Funds 224
Other Information 236
Independent Accountants 236
Transfer Agent 236
Custodians 237
Legal Counsel
Code of Ethics
Appendix A -- Description of Securities 237
Ratings 237
NYLIFE Inc. and Subsidiaries -- 239
Consolidated Financial Statements
December 31, 1998 and 1997 245
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THE MAINSTAY FUNDS
The MainStay Funds (the "Trust") is an open-end management investment
company (or mutual fund) currently consisting of 23 separate investment
portfolios: Blue Chip Growth Fund, California Tax Free Fund, Capital
Appreciation Fund, Convertible Fund, Equity Income Fund, Equity Index Fund,
Global High Yield Fund, Government Fund, Growth Opportunities Fund, High Yield
Corporate Bond Fund, International Bond Fund, International Equity Fund, MAP
Equity Fund, Money Market Fund, New York Tax Free Fund, Research Value Fund,
Small Cap Growth Fund, Small Cap Value Fund, Strategic Income Fund, Strategic
Value Fund, Tax Free Bond Fund, Total Return Fund and Value Fund (individually
referred to as a "Fund" or, collectively, the "Funds"). MainStay Management,
Inc. (the "Manager") serves as the investment manager for the Funds and has
entered into Sub-Advisory Agreements with Monitor Capital Advisors, Inc.
("Monitor") with respect to the Equity Index Fund; Gabelli Asset Management
Company ("GAMCO") with respect to the Blue Chip Growth Fund; John A. Levin &
Co., Inc. ("John A. Levin & Co.") with respect to the Research Value Fund;
Dalton Greiner, Hartman, Maher & Co. ("DGHM") with respect to the Small Cap
Value Fund; Madison Square Advisors, Inc. ("Madison Square Advisors") with
respect to the Growth Opportunities Fund, Markston International LLC
("Markston") with respect to the MAP Equity Fund and MacKay-Shields Financial
Corporation ("MacKay-Shields") with respect to the remaining 17 Funds;
MacKay-Shields, Monitor, GAMCO, John A. Levin & Co., Dalton, Greiner, Madison
Square Advisors and Markston are sometimes jointly referred to as the
"Sub-Advisers."
The Trust, formed January 9, 1986, is a Massachusetts business trust.
Each Fund, other than California Tax Free Fund, the Equity Index Fund,
International Bond Fund, Global High Yield Fund, and New York Tax Free Fund, is
a diversified fund as defined by the Investment Company Act of 1940, as amended
(the "1940 Act").
ADDITIONAL INFORMATION ABOUT CERTAIN FUNDS
The Prospectus discusses the investment objectives of the Funds and the
policies to be employed to achieve those objectives. This section contains
supplemental information concerning certain of the securities and other
instruments in which the Funds may invest, the investment policies and portfolio
strategies the Funds may utilize, and certain risks involved with those
investments, policies and strategies.
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NONE OF THE FUNDS ALONE CONSTITUTES A COMPLETE INVESTMENT PROGRAM.
Investment decisions for each Fund are made independently from those of
the other accounts and investment companies that may be managed by a
Sub-Adviser. However, if such other accounts or investment companies are
prepared to invest in, or desire to dispose of, securities in which a Fund
invests at the same time as another fund or another account managed by the same
Sub-Adviser, available investments or opportunities for sales will be allocated
equitably to each. In some cases, this procedure may adversely affect the size
of the position obtained for or disposed of by a Fund or the price paid or
received by a Fund.
BLUE CHIP GROWTH FUND
The Fund will generally invest in Blue Chip companies, with the
Sub-Adviser selecting those securities which it perceives to be undervalued or
to otherwise have growth potential. Blue Chip companies are those which occupy
(or in the Sub-Adviser's judgment have the potential to occupy) leading market
positions that are expected to be maintained or enhanced over time. Market
leaders can be identified within an industry as those companies which have:
superior growth prospects compared with other companies in the same industry;
possession of proprietary technology with the potential to bring about major
changes within an industry; and/or leading sales within an industry, or the
potential to become a market leader.
In addition, Blue Chip companies possess at least one of the following
attributes: faster earnings growth than its competitors and the market in
general; higher profit margins relative to its competitors; strong cash flow
relative to its competitors; and/or a balance sheet with relatively low debt and
a high return on equity relative to its competitors.
The Fund's investments will usually be sold when they lose their
perceived value relative to other similar or alternative investments. Specific
sources of information used to select securities for the Fund include: general
economic and industry data provided by the U.S. government, various trade
associations; annual and quarterly reports and Form 10-Ks; and direct interviews
with company management. Research is directed towards locating stocks that are
undervalued relative to their future earnings potential.
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CONVERTIBLE FUND
In selecting convertible securities for purchase or sale, the Sub-Adviser
takes into account a variety of investment considerations, including credit
risk, projected interest return and the premium for the convertible security
relative to the underlying common stock. The Fund may sell short against the
box, among other reasons, to hedge against a possible market decline in the
value of the security owned or to enhance liquidity.
EQUITY INDEX FUND
When the Fund has cash reserves, the Fund may invest in cash equivalents,
U.S. government securities and repurchase agreements with respect thereto. The
Fund may also invest up to 25% of its total assets in securities of issuers in
one industry (unless the Index exceeds that concentration) and lend up to 30% of
its total assets to financial institutions.
The Fund seeks to provide investment results that correspond to the total
return performance of the S&P 500 Composite Stock Price Index. The Fund
regularly monitors how well its performance corresponds to that Index and seeks
to take corrective action whenever the correlation between the Fund's
performance and the Index is less than 0.95.
GLOBAL HIGH YIELD FUND
Investors should understand that international fixed income investments
involve more risk than comparable domestic securities, due, in part, to
fluctuating currency values.
In making investments for the foreign and emerging markets sectors of the
Fund, the Sub-Adviser considers factors such as prospects for currency exchange
and interest rates, and inflation in each country, relative economic growth,
government policies influencing exchange rates and business conditions, and
credit quality of individual issuers. The Sub-Adviser will also determine, using
good faith and judgement, (1) the percentage of the Fund's assets to be invested
in each emerging market; (2) currency exposure (asset allocation across
currencies); and (3) diversified security holdings within each market.
The Fund may invest in participation interests in loans. Such
participation interests, which may take the form of interests in, or assignments
of, loans, are acquired from banks which have made loans or are members of
lending syndicates. The
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Fund's investments in loan participation interests will be subject to its
limitation on investments in illiquid securities and, to the extent applicable,
its limitation on investments in securities rated below investment grade.
To hedge the market value of securities held, proposed to be held or sold
or relating to foreign currency exchange rates, the Fund may enter into or
purchase securities or securities index options, foreign currency options, and
futures contracts and related options with respect to securities, indexes of
securities, or currencies. The Fund also may buy and sell currencies on a spot
or forward basis. Subject to compliance with applicable rules, futures contracts
and related options may be used for any legally permissible purpose, including
as a substitute for acquiring a basket of securities and to reduce transaction
costs. The Fund may also purchase and sell foreign exchange contracts and
foreign currency options for purposes of seeking to enhance portfolio returns
and manage portfolio risk more efficiently. The Fund is not obligated to use any
of these instruments, but its Sub-Adviser may do so, when, in its discretion, it
believes it advisable.
GOVERNMENT FUND
This Fund seeks to achieve its investment objective by investing
primarily in U.S. government securities, which include obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities which are
supported by: (I) the full faith and credit of the U.S. government (e.g.,
Government National Mortgage Association ("GNMA") certificates); (ii) the right
of the issuer to borrow an amount limited to a specific line of credit from the
U.S. government; (iii) the credit of the instrumentality (e.g., bonds issued by
the Federal National Mortgage Association ("FNMA")); or (iv) the discretionary
authority of the U.S. government to purchase certain obligations of U.S.
government agencies or instrumentalities.
The agencies and instrumentalities that issue U.S. government securities
include, among others: Federal Land Banks, Farmers Home Administration, Central
Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Farm Credit
Bank, Student Loan Marketing Association and U.S. Maritime Administration.
The Fund anticipates that a significant portion of its portfolio may
consist of Treasury bonds, GNMA mortgage-backed certificates and other U.S.
government securities representing ownership interests in mortgage pools, such
as securities issued by FNMA and the Federal Home Loan Mortgage Corporation
("FHLMC").
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Although the mortgage loans in the pool underlying a GNMA certificate
will have maturities of up to 30 years, the actual average life of a GNMA
certificate typically will be substantially less because the mortgages will be
subject to normal principal amortization and may be prepaid prior to maturity.
The duration of the Fund's portfolio will be managed in light of current
and projected economic and market conditions and other factors considered
relevant by the Sub-Adviser.
HIGH YIELD CORPORATE BOND FUND
This Fund seeks to maximize current income through investment in a
diversified portfolio of high yield debt securities. Capital appreciation is a
secondary objective; and will be sought only when consistent with the Fund's
primary objective. For example, capital appreciation may be sought by
lengthening the maturities of high yield debt securities held in the Fund's
portfolio during periods when the Sub-Adviser expects interest rates to decline.
Since available yields and yield differentials vary over time, no
specific level of income or yield differential can ever be ensured.
Debt securities in which the Fund may invest include all types of debt
obligations of both domestic and foreign issuers, such as bonds, debentures,
notes, equipment lease certificates, equipment trust certificates, conditional
sales contracts, commercial paper and U.S. government securities (including
obligations, such as repurchase agreements, secured by such instruments).
The Fund may invest in participation interests in loans. Such
participation interests, which may take the form of interests in, or assignments
of, loans, are acquired from banks which have made loans or are members of
lending syndicates. The Fund's investments in loan participation interests will
be subject to its limitation on investments in illiquid securities and, to the
extent applicable, its limitation on investments in securities rated below
investment grade.
The Sub-Adviser seeks to reduce risk through diversification, credit
analysis and attention to current developments and trends in both the economy
and financial markets. In addition, investments in foreign securities may serve
to provide further diversification.
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INTERNATIONAL BOND FUND
The International Bond Fund is intended for investors who are seeking
competitive overall return commensurate with an acceptable level of risk from an
international portfolio of debt securities, but who also understand that
international fixed income investments involve more risk than comparable
domestic securities, due, in part, to fluctuating currency values. In making
investments for the Fund, the Sub-Adviser considers factors such as prospects
for currency exchange and interest rates, and inflation in each country,
relative economic growth, government policies influencing exchange rates and
business conditions, and quality of individual issuers. The Sub-Adviser will
also determine, using good faith and judgement, (1) country allocation; (2)
currency exposure (asset allocation across currencies); and (3) diversified
security holdings within each market.
To hedge the market value of securities held, proposed to be held or sold
or relating to foreign currency exchange rates, the Fund may enter into or
purchase securities or securities index options, foreign currency options, and
futures contracts and related options with respect to securities, indexes of
securities, or currencies. The Fund also may buy and sell currencies on a spot
or forward basis. Subject to compliance with applicable rules, futures contracts
and related options may be used for any legally permissible purpose, including
as a substitute for acquiring a basket of securities and to reduce transaction
costs. The Fund may also purchase and sell foreign exchange contracts and
foreign currency options for purposes of seeking to enhance portfolio returns or
to manage portfolio risk more efficiently. The Fund is not obligated to use any
of these instruments but may do so when the Sub-Adviser, in its discretion,
believes it advisable.
Generally, the Fund's average maturity will be shorter when interest
rates worldwide or in a particular country are expected to rise, and longer when
interest rates are expected to fall. The Fund may use various techniques to
shorten or lengthen the dollar-weighted average maturity of its portfolio,
including transactions in futures and options on futures, interest rate swaps,
caps, floors and short sales against the box. The duration of the Fund's
portfolio will be managed in light of current and projected economic and market
conditions and other factors considered relevant by the Sub-Adviser.
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INTERNATIONAL EQUITY FUND
In making investments for the Fund, the Sub-Adviser considers factors
such as prospects for currency exchange and interest rates, and inflation in
each country, relative economic growth, government policies influencing exchange
rates and business conditions, and quality of individual issuers. The
Sub-Adviser will also determine, using good faith judgement, (1) country
allocation; (2) currency exposure (asset allocation across currencies); and (3)
diversified security holdings within each market. To hedge the market value of
securities held, proposed to be held or sold, or relating to foreign currency
exchange rates, the Fund may enter into or purchase securities or securities
index options, foreign currency options, and future contracts and related
options with respect to securities, indexes of securities or currencies. The
Fund also may buy and sell currencies on a spot or forward basis. Subject to
compliance with applicable rules, futures contracts and related options may be
used for any legally permissible purpose, including as a substitute for
acquiring a basket of securities and to reduce transaction costs. The Fund also
may purchase securities on a when-issued or forward commitment basis and engage
in portfolio securities lending. The Fund may use all of these techniques (1) in
an effort to manage cash flow and remain fully invested in the stock and
currency markets, instead of or in addition to buying and selling stocks and
currencies, or (2) in an effort to hedge against a decline in the value of
securities or currencies owned by it or an increase in the price of securities
which it plans to purchase. The Fund may also purchase and sell foreign currency
exchange contracts and foreign currency options for purposes of seeking to
enhance portfolio returns or to manage portfolio risk more efficiently. The Fund
is not obligated to use any of these instruments, but may do so when the
Sub-Adviser, in its discretion, believes it advisable.
The International Equity Fund may invest in American Depositary Receipts
("ADRs") European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs"), International Depositary Receipts ("IDRs") or other similar securities
convertible into securities of foreign issuers. An ADR is a receipt typically
issued by a U.S. bank or trust company showing that you own a foreign security.
An EDR is a receipt typically issued by a European bank or trust company showing
that you own a foreign security. GDRs and IDRs are receipts typically issued by
global or international depositories showing that you own a foreign security.
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MAP EQUITY FUND
The Fund may invest in warrants. A warrant is a right which entitles its
holder, for a specified period of time, to acquire a specified number of shares
of common stock for a specified price per share. If the share price at the time
the warrant is exercised exceeds the total of the exercise price of the warrant
and its purchase price, the Fund experiences a gain to the extent this total is
exceeded by the share price. However, if the share price at the time the warrant
expires is less than the exercise price of the warrant, the Fund will suffer a
loss of the purchase price of the warrant.
The Fund restricts its investment in securities of foreign issuers to no
more than 10% of the value of the Fund's total net assets. Such securities may
be subject to additional federal taxes which would increase the cost of such
investments and may be subject to foreign government taxes which could reduce
the income yield on such securities.
In addition, foreign investments may be affected favorably or unfavorably
by changes in currency rates and exchange control regulations. There may be less
publicly available information about a foreign company than about a United
States ("U.S.") company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements comparable to those
applicable to U.S. companies. Securities of some foreign companies may be less
liquid or more volatile than securities of U.S. companies, and foreign brokerage
commissions are generally higher than in the United States. Investments in
foreign securities may also be subject to other risks different from those
affecting U.S. investments, including local political or economic developments,
expropriation or nationalization of assets, and imposition of withholding taxes
on dividend or interest payments.
In addition, the Fund may also buy "restricted" securities which cannot
be sold publicly until registered under the Securities Act of 1933. The Fund's
ability to dispose of investments in "restricted" securities at reasonable price
levels might be limited unless and until their registration under the Securities
Act of 1933 has been completed. The Fund will endeavor to have the issuing
company pay all the expenses of any such registration, but there is no assurance
that the Fund will not have to pay all or some of these expenses.
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MONEY MARKET FUND
The Fund may invest its assets in U.S. dollar-denominated securities of
U.S. or foreign issuers and in securities of foreign branches of U.S. banks,
such as negotiable certificates of deposit (Eurodollars). Since the portfolio of
the Fund may contain such securities, an investment therein involves investment
risks that are different in some respects from an investment in a fund which
invests only in debt obligations of U.S. domestic issuers. Such risks may
include future political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the securities held in
the portfolio, possible seizure or nationalization of foreign deposits, the
possible establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of the
principal of and interest on securities in the portfolio.
All of the assets of the Fund generally will be invested in obligations
which mature in 397 days or less and substantially all of these investments will
be held to maturity; however, securities collateralizing repurchase agreements
may have maturities in excess of 397 days. The Fund will, to the extent
feasible, make portfolio investments primarily in anticipation of, or in
response to, changing economic and money market conditions and trends. The
dollar-weighted average maturity of the Fund's portfolio may not exceed 90 days.
Consistent with the provisions of a rule of the Securities and Exchange
Commission ("SEC"), the Fund invests only in U.S. dollar-denominated money
market instruments that present minimal credit risk and, with respect to 95% of
its total assets, measured at the time of investment, that are of the highest
quality. The Sub-Adviser shall determine whether a security presents minimal
credit risk under procedures adopted by the Fund's Board of Trustees. A money
market instrument will be considered to be of the highest quality (1) if rated
in the highest rating category (i.e., Aaa or Prime-1 by Moody's, AAA or A-1 by
S&P's) by (i) any two nationally recognized statistical rating organizations
("NRSROs") or, (ii) if rated by only one NRSRO, by that NRSRO; (2) if issued by
an issuer that has received a short-term rating from an NRSRO with respect to a
class debt obligations that is comparable priority and security, and that are
rated in the highest rating category by (i) any two NRSRO's or, (ii) if rated by
only one NRSRO, by that NRSRO;(3) an unrated security that is of comparable
quality to a security in the highest rating category as determined by the
Sub-Adviser;(4)(i) with respect to a security that is subject to any features
that entitle the holder, under certain circumstances, to receive the approximate
amortized
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cost of the underlying security or securities plus accrued interest ("Demand
Feature") or an obligation of a person other than the issuer of the security,
under certain circumstances, to undertake to pay the principal amount of the
underlying security plus interest ("Guarantee Obligation"), the Guarantee
Obligation has received a rating from an NRSRO or the Guarantee Obligation is
issued by a guarantor that has received a rating from an NRSRO with respect to a
class of debt obligations that is comparable in priority and security to the
Guarantee Obligation, with certain exceptions, and (ii) the issuer of the Demand
Feature or Guarantee Obligation, or another institution, has undertaken promptly
to notify the holder of the security in the event that the Demand Feature or
Guarantee Obligation is substituted with another Demand Feature or Guarantee
Obligation,(5) if it is a security issued by a money market fund registered with
the SEC under the 1940 Act; or (6) if it is a Government Security. With respect
to 5% of its total assets, measured at the time of investment, the Fund may also
invest in money market instruments that are in the second-highest rating
category for short-term debt obligations (i.e., rated Aa or Prime-2 by Moody's
or AA or A-2 by S&P).
The Fund may not invest more than 5% of its total assets, measured at the
time of investment, in securities of any one issuer that are of the highest
quality, except that the Fund may exceed this 5% limitation with respect to 25%
of its total assets for up to three business days after the purchase of
securities of any one issuer and except that this limitation shall not apply to
U.S. government securities or securities subject to certain Guarantee
Obligations. The Fund may not invest more than the greater of 1% of its total
assets or one million dollars, measured at the time of investment, in securities
of any one issuer that are in the second-highest rating category. Immediately
after the acquisition of any Demand Feature or Guarantee Obligation, the Fund,
with respect to 75% of its total assets, shall not have invested more than 10%
of its assets in securities issued by or subject to Demand Features or Guarantee
Obligations from the institution that issued the Demand Feature or Guarantee
Obligation, with certain exceptions. In addition, immediately after the
acquisition of any Demand Feature or Guarantee Obligation (or a security after
giving effect to the Demand Feature or Guarantee Obligation) that is a not
within the highest rating category by NRSROs, the Fund shall not have invested
more than 5% of its total assets in securities issued by or subject to Demand
Features or Guarantee Obligations from the institution that issued the Demand
Feature or Guarantee Obligation. In the event that an instrument acquired by the
Fund is downgraded or otherwise ceases to be of the quality that is
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eligible for the Fund, the Sub-Adviser, under procedures approved by the Board
of Trustees, shall promptly reassess whether such security presents minimal
credit risk and shall recommend to the Valuation Committee of the Board (the
"Valuation Committee") that the Fund take such action as it determines is in the
best interest of the Fund and its shareholders. The Valuation Committee, after
consideration of the recommendation of the Sub- Adviser and such other
information as it deems appropriate, shall cause the Fund to take such action as
it deems appropriate, and shall report promptly to the Board the action it has
taken and the reasons for such action.
Pursuant to the rule, the Fund uses the amortized cost method of valuing
its investments, which facilitates the maintenance of the Fund's per share net
asset value at $1.00. The amortized cost method, which is normally used to value
all of the Fund's portfolio securities, involves initially valuing a security at
its cost and thereafter amortizing to maturity any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.
The Trustees have also established procedures designed to stabilize, to
the extent reasonably possible, the Fund's price per share as computed for the
purpose of sales and redemptions at $1.00. Such procedures include review of the
Fund's portfolio by the Trustees, at such intervals as they deem appropriate, to
determine whether the Fund's net asset value calculated by using available
market quotations or market equivalents (the determination of value by reference
to interest rate levels, quotations of comparable securities and other factors)
deviates from $1.00 per share based on amortized cost.
The extent of deviation between the Fund's net asset value based upon
available market quotations or market equivalents and $1.00 per share based on
amortized cost will be periodically examined by the Trustees. If such deviation
exceeds 1/2 of 1%, the Trustees will promptly consider what action, if any, will
be initiated. In the event the Trustees determine that a deviation exists which
may result in material dilution or other unfair results to investors or existing
shareholders, they will take such corrective action as they regard to be
necessary and appropriate, including the sale of portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding part or all of dividends or payment of distributions from
capital or capital gains; redemptions of shares in kind; or establishing a net
asset value per share by using available market quotations or equivalents. In
addition, in order to stabilize the net asset value per share
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at $1.00, the Trustees have the authority (1) to reduce or increase the number
of shares outstanding on a pro rata basis, and (2) to offset each shareholder's
pro rata portion of the deviation between the net asset value per share and
$1.00 from the shareholder's accrued dividend account or from future dividends.
The Fund may hold cash for the purpose of stabilizing its net asset value
per share. Holdings of cash, on which no return is earned, would tend to lower
the yield on the Fund's shares.
The Fund may also, consistent with the provisions of the rule, invest in
securities with a face maturity of more than 397 days, provided that the
security is a variable or floating rate security that meets the guidelines of
Rule 2a-7 with respect to maturity.
RESEARCH VALUE FUND
Under normal market conditions, the Fund invests at least 80% of its
total assets in common stock and other securities having equity characteristics.
For hedging purposes, the Fund may use options on securities, stock index
options, and stock index futures and related options. These investments involve
certain risks. The Fund may also invest in debt securities, including U.S.
Government securities and corporate debt securities (such as bonds, notes and
debentures). Certain of the Fund's investments in debt securities will be
obligations which, at the time of purchase, are rated "A" or better by S&P or
Moody's or, if unrated, are of comparable quality as determined by the
Sub-Adviser.
However, the Fund may invest up to 5% of the value of its total assets in
non-convertible, non-investment grade debt securities (commonly known as "high
yield" or "junk" bonds). These investments involve certain risks. The Fund may
also invest in money market instruments, including repurchase agreements.
Investments in debt securities will generally be made to reduce the Fund's
equity exposure. During periods of high market valuations or adverse market
conditions or for liquidity purposes, all or any portion of the Fund's assets
may be invested temporarily in high quality debt securities or money market
instruments, or held as cash.
SMALL CAP VALUE FUND
It is expected that stock price performance for those firms that generate
cash flow substantially exceeding normal capital
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spending requirements generally betters that of the equity market as a whole. At
any given time, a large percentage of the Fund's portfolio may consist of
substantial free cash flow generators. Sell decisions are driven by the
Sub-Adviser's proprietary multifactor model or a change in fundamental
expectations. Positions are eliminated when price appreciation renders a sale
rating based on the Sub-Adviser's valuation model. The Fund may invest up to 15%
of net assets in real estate investment trusts ("REITs"). REITs are pooled
investment vehicles that invest primarily in either real estate or real
estate-related loans. The Fund will not invest in real estate directly, but only
in securities issued by real estate companies. However, to the extent the Fund
invests in REITs, the Fund is also subject to the risks associated with the
direct ownership of real estate. These risks include: declines in the value of
real estate; risks related to general and local economic conditions; possible
lack of availability of mortgage funds; overbuilding; extended vacancies of
properties; increased competition; increases in property taxes and operating
expenses; changes in zoning laws; losses due to costs resulting from the
clean-up of environmental problems; liability to third parties for damages
resulting from environmental problems; casualty or condemnation losses;
limitations on rents; changes in neighborhood values and the appeal of
properties to tenants; and changes in interest rates. Thus, the value of the
Fund's shares may change at different rates compared to the value of shares of a
mutual fund with investments in a mix of different industries.
REITs are dependent upon management skills and generally may not be
diversified. REITs are also subject to heavy cash flow dependency, defaults by
borrowers and self-liquidation. In addition, REITs could possibly fail to
qualify for tax free pass-through of income under the Internal Revenue Code, or
to maintain their exemptions from registration under the Investment Company Act
of 1940, as amended. The above factors may also adversely affect a borrower's or
a lessee's ability to meet its obligations to the REIT. In the event of a
default by a borrower or lessee, the REIT may experience delays in enforcing its
rights as a mortgagee or lessor and may incur substantial costs associated with
protecting its investments. In addition, even the larger REITs in the industry
tend to be small to medium-sized companies in relation to the equity markets as
a whole. Accordingly, REIT shares can be more volatile than--and at times will
perform differently from--large-capitalization stocks such as those found in the
Dow Jones Industrial Average. In addition, because smaller-capitalization stocks
are typically less liquid than large-capitalization stocks, REIT shares may
sometimes experience
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greater share-price fluctuations than the stocks of larger companies.
STRATEGIC INCOME FUND
In managing the Fund, the Sub-Adviser conducts a continuing review of
yields and other information derived from a data base which it maintains in
managing fixed-income portfolios. Fundamental economic cycle analysis, credit
quality and interest rate trends are among the principal factors considered by
the Sub-Adviser in determining whether to increase or decrease the emphasis
placed upon a particular type of security or bond market sector within the
Fund's investment portfolio.
In making investment decisions with respect to maturity shifts, the
Sub-Adviser takes into account a broad range of fundamental and technical
indicators. The Sub-Adviser will alter the average maturity of the portfolio in
accordance with its judgment based on the research and other methods described
above.
In seeking a competitive overall return, capital appreciation may be
sought by lengthening the maturities of high yield debt securities held in the
Fund's portfolio during periods when the Sub-Adviser expects interest rates to
decline. If the Sub-Adviser is incorrect in its expectations of changes in
interest rates, or in its evaluation of the normal yield relationship between
two securities, the Fund's income, NAV and potential capital gains could
decrease; or the potential loss could increase. This and other factors may
affect the income available for distribution to shareholders.
Since available yields and yield differentials vary over time, no
specific level of income or yield differential can ever be ensured.
Debt securities in which the Fund may invest include all types of debt
obligations of both domestic and foreign issuers, such as bonds, debentures,
notes, equipment lease certificates, equipment trust certificates, conditional
sales contracts, commercial paper, foreign government securities and U.S.
government securities (including obligations, such as repurchase agreements,
secured by such instruments).
The Fund may invest up to 30% of its total assets in equity securities.
These may include capital notes, which are securities representing beneficial
interests in a trust for which the controlling common stock is owned by a bank
holding company. These beneficial interests are commonly issued as preferred
stock
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but may also be issued as other types of instruments. The trust owns debentures
issued by the bank holding company and issues the preferred stock to investors.
In making investments in foreign securities the Sub-Adviser will determine,
using good faith and judgement, (1) country allocation; (2) currency exposure
(asset allocation across currencies); and (3) diversified security holdings
within each market. The Sub-Adviser may consider factors such as prospects for
currency exchange and interest rates and inflation in each country, relative
economic growth, government policies influencing exchange rates and business
conditions, and quality of individual issuers.
To hedge the market value of securities held, proposed to be held or sold
or relating to foreign currency exchange rates, the Fund may enter into or
purchase securities or securities index options, foreign currency options, and
futures contracts and related options with respect to securities, indexes of
securities, or currencies. The Fund also may buy and sell currencies on a spot
or forward basis. Subject to compliance with applicable rules, futures contracts
and related options may be used for any legally permissible purpose, including
as a substitute for acquiring a basket of securities and to reduce transaction
costs. The Fund may also purchase and sell foreign currency exchange contracts
for purposes of seeking to enhance portfolio returns and manage portfolio risk
more efficiently.
Generally, the average maturity of the foreign securities held by the
Fund will be shorter when interest rates worldwide or in a particular country
are expected to rise, and longer when interest rates are expected to fall. The
Fund may use various techniques to shorten or lengthen the dollar-weighted
average maturity of its portfolio, including transactions in futures and options
on futures, interest rate swaps, caps, floors and short sales against the box.
The duration of the Fund's portfolio will be managed in light of current
and projected economic and market conditions and other factors considered
relevant by the Sub-Adviser.
The Sub-Adviser seeks to reduce risk through diversification, credit
analysis and attention to current developments and trends in both the economy
and financial markets.
STRATEGIC VALUE FUND
In managing the Fund, the Sub-Adviser conducts a rigorous, disciplined
valuation methodology to maximize the most appropriate investment levels among
the three asset classes.
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Fundamental economic analysis, risk and return estimations, credit quality and
interest rate trends are among the principal factors considered by the
Sub-Adviser in determining whether to increase or decrease the emphasis placed
on a particular type of security or bond within the Fund's investment portfolio.
In the event that the Sub-Adviser's analysis indicates that the Fund should be
fully invested in only one asset group, the Sub-Adviser will still adhere to the
limitations on the amount of assets which may be allocated to each of the three
asset groups.
In analyzing different securities to assess their relative
attractiveness, the Sub-Adviser's value investment process emphasizes such
factors as low price to earnings and price to cash flow ratios, financial
strength and earnings predictability. The Fund intends to purchase those
securities which it believes to be undervalued in the market relative to
comparable securities based on the foregoing analysis.
In assessing whether a stock is undervalued, the Sub-Adviser considers,
among other factors, a company's financial strength and earnings predictability.
The Fund may provide some protection on the downside through its investment in
companies whose current stock prices reflect, in the Sub-Adviser's opinion,
either unwarranted pessimism or unrecognized value.
In selecting convertible securities for purchase or sale, the Sub-Adviser
takes into account a variety of investment considerations, including credit
risk, projected interest return and the premium for the convertible security
relative to the underlying common stock.
In seeking a competitive overall return, capital appreciation may be
sought by lengthening the maturities of high yield debt securities held in the
Fund's portfolio during periods when the Sub-Adviser expects interest rates to
decline. If the Sub-Adviser is incorrect in its expectations of changes in
interest rates, or in its evaluation of the normal yield relationship between
two securities, the Fund's income, NAV and potential capital gains could
decrease; or the potential loss could increase. This and other factors may
affect the income available for distribution to shareholders.
Since available yields and yield differentials vary over time, no
specific level of income or yield differential can ever be ensured.
Debt securities in which the Fund may invest include all types of debt
obligations of both domestic and foreign issuers, such as
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bonds, debentures, notes, equipment lease certificates, equipment trust
certificates, conditional sales contracts, commercial paper, foreign government
securities and U.S. government securities (including obligations, such as
repurchase agreements, secured by such instruments). For purposes of the Fund's
investment policies, the Fund considers preferred stock to be a debt obligation.
The Fund's investments may include capital notes, which are securities
representing beneficial interest in a trust for which the controlling common
stock is owned by a bank holding company. These beneficial interests are
commonly issued as preferred stock but may also be issued as other types of
instruments. The trust owns debentures issued by the bank holding company and
issues the preferred stock to investors.
In making investments in foreign securities the Sub-Adviser will
determine, using good faith and judgement, (1) country allocation; (2) currency
exposure (asset allocation across currencies); and (3) diversified security
holdings within each market. The Sub-Adviser may consider factors such as
prospects for currency exchange and interest rates, and inflation in each
country, relative economic growth, government policies influencing exchange
rates and business conditions, and quality of individual issuers.
To hedge the market value of securities held, proposed to be held or sold
or relating to foreign currency exchange rates, the Fund may enter into or
purchase securities or securities index options, foreign currency options, and
futures contracts and related options with respect to securities, indexes of
securities, or currencies. The Fund also may buy and sell currencies on a spot
or forward basis. Subject to compliance with applicable rules, futures contracts
and related options may be used for any legally permissible purpose, including
as a substitute for acquiring a basket of securities and to reduce transaction
costs. The Fund may also purchase and sell foreign exchange contracts and
foreign currency options for purposes of seeking to enhance portfolio returns or
to manage portfolio risk more efficiently.
TAX FREE BOND FUND
This Fund invests in obligations of states and their political
subdivisions and agencies, the interest from which is, in the opinion of the
issuer's bond counsel, exempt from regular federal income tax ("Municipal Bonds"
or "tax-exempt securities"). None of the Fund, the Sub-Adviser nor counsel to
the Fund reviews such
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opinions or otherwise determines independently that the interest on a security
will be classified as tax-exempt interest.
Municipal Bonds are issued to obtain funds for various public purposes.
The interest on these obligations is generally exempt from regular federal
income tax in the hands of most investors. Because the Fund may hold high-grade
Municipal Bonds, the income earned on shares of the Fund may tend to be less
than it might be on a portfolio emphasizing lower quality securities.
Conversely, to the extent that the Fund holds lower quality securities, the risk
of default in the payment of principal or interest by the issuer of a portfolio
security is greater than if the Fund held only higher quality securities.
Although higher quality tax-exempt securities may produce lower yields, they are
generally more marketable. To protect the Fund's capital under adverse market
conditions, the Fund may from time to time purchase higher quality securities or
taxable short-term investments with a resultant decrease in yield or increase in
the proportion of taxable income.
The Fund may sell a security at any time in order to improve the yield on
the Fund's portfolio. In buying and selling portfolio securities, the Fund seeks
to take advantage of market developments, yield disparities and variations in
the creditworthiness of issuers.The Fund will not engage in arbitrage
transactions.
The Fund may invest in Industrial Development and Pollution Control Bonds
and municipal lease obligations.
From time to time, the Fund may invest 25% or more of the value of its
total assets in Municipal Bonds that are related in such a way that an economic,
business, or political development or change affecting one such security could
also affect the other securities (for example, securities whose issuers are
located in the same state). The Fund may also invest 25% or more of the value of
its total assets in Industrial Development Bonds. Further, the Fund may acquire
all or part of privately negotiated loans made to tax-exempt borrowers. To the
extent that these private placements are not readily marketable, the Fund will
limit its investment in such securities (along with all other illiquid
securities) to no more than 10% of the value of its total assets. Because an
active trading market may not exist for such securities, the price that the Fund
may pay for these securities or receive on their resale may be lower than that
for similar securities with a more liquid market.
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The duration of the Fund's portfolio will be managed in light of current
and projected economic and market conditions and other factors considered
relevant by the Sub-Adviser.
TOTAL RETURN FUND
The Fund may invest in common stocks, convertible securities, warrants
and fixed-income securities, such as bonds, preferred stocks and other debt
obligations, including money market instruments. The Fund will also invest in
stocks and other equity securities which it believes to be undervalued based
upon factors such as ratios of market price to book value, estimated liquidating
value and projected cash flow.
The duration of the Fund's portfolio will be managed in light of current
and projected economic and market conditions and other factors considered
relevant by the Sub-Adviser.
Although the Total Return Fund does not intend to seek short-term
profits, securities in its portfolio will be sold whenever the Sub-Adviser
believes it is appropriate to do so without regard to the length of time the
particular security may have been held, subject to certain tax requirements for
qualification as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"). A high turnover rate involves greater expenses
to the Fund and may increase the possibility of shareholders realizing taxable
capital gains. The Fund engages in portfolio trading if it believes a
transaction, net of costs (including custodian charges), will help in achieving
its investment objective.
THE EQUITY INDEX FUND GUARANTEE
NYLIFE Inc. ("NYLIFE"), a New York corporation and a wholly owned
subsidiary of New York Life Insurance Company ("New York Life"), will guarantee
unconditionally and irrevocably pursuant to a Guaranty Agreement between NYLIFE
and the Fund (the "Guarantee") that if, exactly 10 years from the date of
purchase (the "Guarantee Date"), the net asset value of a unit equal to the net
asset value of a Fund share when purchased, plus the value of all dividends and
distributions paid, including cumulative reinvested dividends and distributions
attributable to such share paid during that 10-year period ("Guaranteed Share"),
is less than the public offering price initially paid for the share ("Guaranteed
Amount"), NYLIFE will pay for disbursement to shareholders an amount equal to
the difference between the Guaranteed Amount for each such share and the net
asset value of
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each such Guaranteed Share outstanding and held by shareholders as of the close
of business on the Guarantee Date. There is no charge to the Fund or its
shareholders for the Guarantee.
If, on a particular Guarantee Date, payments must be made under the terms
of the Guarantee, the terms of the Guarantee will obligate NYLIFE
unconditionally and irrevocably to pay to the Equity Index Fund's transfer and
dividend disbursing agent for the benefit of shareholders with that Guarantee
Date an amount equal to the difference between the Guaranteed Amount and net
asset value per each Guaranteed Share (as defined in the Prospectus)
outstanding. The Equity Index Fund's transfer and dividend disbursing agent will
forward the difference between the Guaranteed Amount and the net asset value
directly to each individual shareholder.
A Guaranteed Share (the unit to which the Guaranteed Amount will apply)
is not the same as a share of the Fund. Shareholders who redeem shares, or who
elect to receive dividends and distributions in cash, will own fewer units to
which the Guaranteed Amount applies (i.e., they will own fewer Guaranteed
Shares) and therefore will lose a portion of the benefit of the Guarantee with
respect to any such redemption or dividends or distributions received in cash.
NYLIFE will pay any amounts owing under the Guarantee to the Fund's
transfer and dividend disbursing agent on the third business day following a
Guarantee Date. A pro rata portion of any amounts so paid will then be forwarded
to each shareholder holding, as of the close of business on such date,
Guaranteed Shares with that Guarantee Date. If the Guarantee Date should fall on
a weekend or on a holiday, the Guarantee Date shall be the first business day
following the Guarantee Date. The Guarantee is intended to assure each owner of
Guaranteed Shares on a Guarantee Date that he or she will be able to recover, as
of the Guarantee Date, at a minimum, the Guaranteed Amount (with no adjustment
for inflation or the time value of money). The Guarantee will benefit any holder
of such Guaranteed Shares on the relevant Guarantee Date, who need not be the
original purchaser, and who, for example, may own such shares by gift or
inheritance.
Although the Equity Index Fund does not intend to pay dividends and
distributions in cash to shareholders (unless a shareholder elects to receive
payments in cash), such dividends and distributions which are reinvested will be
taxable to shareholders. See "Tax Information." The Guaranteed Amount does not
reflect any adjustment for the payment of taxes by a
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shareholder on dividends and distributions received from the Equity Index Fund.
The obligations, if any, of NYLIFE under the Guarantee shall be
discharged when all required payments are made in full to the transfer and
dividend disbursing agent for the benefit of the shareholders or if the Equity
Index Fund's net asset value on a Guarantee Date is such that no amounts are
payable to shareholders under the terms of the Guarantee. Payment obligations
under the Guarantee will be solely the obligations of NYLIFE. Neither the Equity
Index Fund, New York Life, Monitor, NYLIFE Distributors, any of their affiliates
nor any other party is undertaking any obligation to the Equity Index Fund or
its shareholders with respect to the Guarantee.
Although the Guarantee has been arranged for by the Equity Index Fund and
is created under contract between the Equity Index Fund and NYLIFE, the Equity
Index Fund has no interest in, and specifically disclaims any interest in, the
proceeds payable under the Guarantee, which are payable solely to the
shareholders with a particular Guarantee Date. The designation of such
shareholders as the sole beneficiaries of the Guarantee may not be changed by
either the Equity Index Fund or such shareholders. The Guarantee is neither
transferable nor assignable by the Equity Index Fund or the shareholders it
benefits, nor may the Equity Index Fund or its shareholders cancel or waive
rights under the Guarantee. The Guarantee cannot be surrendered by either the
Fund or its shareholders for cash, except in the event that payment is made
pursuant to its terms. Neither the Equity Index Fund nor its shareholders may
use the Guarantee as a pledge for a loan, nor may the Equity Index Fund or its
shareholders obtain any loan from NYLIFE with respect to amounts that may be
payable pursuant to the Guarantee.
The foregoing is only a summary, and not a complete statement of the
principal terms of the Guarantee. Reference is made to the Guarantee, a specimen
copy of which has been filed as an exhibit to the Registration Statement. This
summary is subject thereto and qualified in its entirety by such reference.
If the Fund pays a dividend or distribution in cash to all Fund
shareholders, the amount of the distribution will reduce the Guaranteed Amount
with respect to each Guaranteed Share in the amount of such cash distribution.
Fund shares may be redeemed or exchanged by shareholders prior to their
Guarantee Date. However, any such redeemed or exchanged shares will lose the
benefit of the Guarantee.
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Following the Guarantee Date, the shares of the Equity Index Fund will be
subject to those risks normally associated with an investment in shares of a
mutual fund that invests in securities represented in the Index.
NYLIFE is a New York holding company incorporated on January 26, 1984.
Audited financial statements for NYLIFE for its most recent fiscal year ended
December 31, 1998, appear in this SAI.
New York Life is a mutual life insurance company. Payment obligations
under the Guarantee will be solely the obligations of NYLIFE. None of the Fund,
New York Life, Monitor, NYLIFE Distributors, NYLIFE Securities Inc., any of
their affiliates nor any other party is undertaking any obligation to the Fund
or its shareholders with respect to the Guarantee. New York Life is not
obligated to pay any claim under the Guarantee or to make additional capital
contributions to NYLIFE.
HOW THE INDEXING WORKS
The weightings of stocks in the Index are based on each stock's relative
total market capitalization (the stock's market price per share times the number
of shares outstanding). The Sub-Adviser seeks to provide investment results
which mirror the performance of the Index. The Sub-Adviser attempts to achieve
this objective by investing in all stocks in the Index in the same proportion as
their representation in the Index.
It is a reasonable expectation that there will be a close correlation
between the Fund's performance and that of the Index in both rising and falling
markets. The correlation between the performance of the Fund and the Index is
expected to be at least 0.95. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the Fund's NAV, including the value of
its dividend and capital gains distributions, increases or decreases in exact
proportion to changes in the Index. The Fund's correlation, however, may be
affected by, among other things, transaction costs, changes in either the
composition of the Index or number of shares outstanding for the components of
the Index, and the timing and amount of shareholder redemptions, if any.
"Standard & Poor's", "S&P 500", "S&P", "Standard & Poor's 500" and "500"
are trademarks of Standard & Poor's Corporation and have been licensed for use
by Monitor Capital Advisors, Inc. S&P does not sponsor, endorse, sell or promote
the Fund or represent the advisability of investing in the Fund.
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The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes
no representation or warranty, express or implied, to the owners of the Fund or
any member of the public regarding the advisability of investing in securities
generally or in the Fund particularly or the ability of the S&P 500 Index to
track general stock market performance. S&P's only relationship to Monitor is
the licensing of certain trademarks and trade names of S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to
Monitor or the Fund. S&P has no obligation to take the needs of Monitor or the
owners of the Fund into consideration in determining, composing or calculating
the S&P 500 Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the Fund or the timing of the issuance
or sale of the Fund or in the determination or calculation of the equation by
which the Fund is to be converted into cash. S&P has no obligation or liability
in connection with the administration, marketing or trading of the Fund.
S&P does not guarantee the accuracy and/or the completeness of the S&P
500 Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by Monitor, owners of the Fund, or any
other person or entity from the use of the S&P 500 Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall S&P have any liability for any special,
punitive, indirect, or consequential damages (including lost profits), even if
notified of the possibility of such damages.
RISK FACTORS AFFECTING CALIFORNIA MUNICIPAL SECURITIES
The following information as to certain California State ("State") risk
factors is given to investors in view of the policy of the MainStay California
Tax Free Fund of concentrating its investments in California municipal issuers.
Such information constitutes only a brief discussion, does not purport to be a
complete description and is based on information from sources believed by the
Trust to be reliable, including official statements relating to securities
offerings of California and municipal issuers, and periodic publications by
national ratings organizations. Such information, however, has not been
independently verified by the Trust.
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Certain California constitutional amendments, legislative measures,
executive orders, administrative regulations and voter initiatives, as discussed
below, could adversely affect the market values and marketability of, or result
in default of, existing obligations of the State. Obligations of the State or
local governments may also be affected by budgetary pressures affecting the
State and economic conditions in the State.
Certain of the California municipal securities in which the Fund may
invest may be obligations of issuers which rely in whole or in part on
California State revenues for payment of these obligations. Property tax
revenues and a portion of the State's General Fund surplus are distributed to
counties, cities and their various taxing entities and the State assumes certain
obligations theretofore paid out of local funds. Whether and to what extent a
portion of the State's General Fund will be distributed in the future to
counties, cities and their various entities, is unclear.
Certain of the California municipal securities may be obligations of
issuers who rely in whole or in part on ad valorem real property taxes as a
source of revenue. On June 6, 1978, Proposition 13 added Article XIIIA to the
California Constitution. The effect of Article XIIIA is to limit ad valorem
taxes on real property and to restrict the ability of taxing entities to
increase real property tax revenues.
Legislation enacted by the California legislature to implement Article
XIIIA (Statutes of 1978, Chapter 292, as amended) provides that notwithstanding
any other law, local agencies may not levy any ad valorem property tax except to
pay debt service on indebtedness approved by the voters prior to July 1, 1978,
and that each county will levy the maximum tax permitted by Article XIIIA of
$4.00 per $100 assessed valuation. The apportionment of property taxes in fiscal
years after 1978-79 was revised pursuant to Statutes of 1979, Chapter 282, which
provides relief funds from State moneys beginning in fiscal year 1979-80 and is
designed to provide a permanent system for sharing State taxes and budget funds
with local agencies. Under Chapter 282, cities and counties receive more of the
remaining property tax revenues collected under Proposition 13 instead of direct
State aid. School districts receive a correspondingly reduced amount of property
taxes, but receive compensation directly from the State and are given additional
relief.
On November 8, 1986, California voters approved an initiative statute
known as "Proposition 62." This statute (i) requires that any tax for general
governmental purposes imposed by local
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governments be approved by resolution or ordinance adopted by a two-thirds vote
of the governmental entity's legislative body and by a majority vote of the
electorate of the governmental entity; (ii) requires that any special tax
(defined as taxes levied for other than general governmental purposes) imposed
by a local governmental entity be approved by a two-thirds vote of the voters
within that jurisdiction; (iii) restricts the use of revenues from a special tax
to the purposes or for the service for which the special tax was imposed; (iv)
prohibits the imposition of ad valorem taxes on real property by local
governmental entities except as permitted by Article XIIIA of the California
Constitution; (v) prohibits the imposition of transaction taxes and sales taxes
on the sale of real property by local governments; (vi) requires that any tax
imposed by a local government on or after August 1, 1985 be ratified by a
majority of the electorate within two years of the adoption of the initiative or
be terminated by November 15, 1988; (vii) requires that, in the event a local
government fails to comply with the provisions of this measure, a reduction in
the amount of tax revenue allocated to such local government occur in an amount
equal to the revenues received by such entity attributable to the tax levied in
violation of the initiative; and (viii) permits these provisions to be amended
exclusively by the voters of the State of California. In September 1988, the
California Court of Appeals held that it was unconstitutional to require that
local tax measures be submitted to the electorate, as described in (vi) above.
In September 1995, the California Supreme Court upheld the
constitutionality of Proposition 62, creating uncertainty as to the legality of
certain local taxes enacted by non-charter cities in California without voter
approval.
On November 5, 1996, voters approved Proposition 218, entitled the "Right
to Vote on Taxes Act," which incorporates new Articles XIIIC and XIIID into the
California Constitution. These new provisions place limitations on the ability
of local government agencies to impose or raise various taxes, fees, charges and
assessments without voter approval. Certain "general taxes" imposed after
January 1, 1995 must be approved by voters in order to remain in effect. In
addition, Article XIIIC clarifies the right of local voters to reduce taxes,
fees, assessments or charges through local initiatives. There are a number of
ambiguities concerning the Proposition and its impact on local governments and
their bonded debt which will require interpretation by the courts or the
Legislature. Proposition 218 does not affect the State or its ability to levy or
collect taxes.
The State is subject to an annual appropriations limit imposed by
Article XIIIB of the State Constitution (the "Appropriations
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Limit"). The Appropriations Limit does not restrict appropriations to pay debt
service on the bonds or other voter-authorized bonds. Article XIIIB prohibits
the State from spending "appropriations subject to limitation" in excess of the
Appropriations Limit. "Appropriations subject to limitation," with respect to
the State, are authorizations to spend "proceeds of taxes," which consist of tax
revenues, and certain other funds, including proceeds from regulatory licenses,
user charges or other fees to the extent that such proceeds exceed "the cost
reasonably borne by that entity in providing the regulation, product or
service," but "proceeds of taxes" exclude most State subventions to local
governments, tax refunds and some benefit payments such as unemployment
insurance. No limit is imposed on appropriations of funds which are not
"proceeds of taxes," such as reasonable user charges or fees and certain other
non-tax funds.
Not included in the Appropriations Limit are appropriations for the debt
service costs of bonds existing or authorized by January 1, 1979, or
subsequently authorized by the voters, appropriations required to comply with
mandates of courts or the federal government and, pursuant to Proposition 111,
appropriations for qualified capital outlay projects and appropriations of
revenues derived from any increase in gasoline taxes and motor vehicle weight
fees above January 1, 1990 levels, and appropriation of certain special taxes
imposed by initiative (e.g., increased cigarette and tobacco taxes enacted by
Proposition 99 in 1988). The Appropriations Limit may also be exceeded in cases
of emergency.
The State's Appropriations Limit in each year is based on the limit for
the prior year, adjusted annually for changes in State per capita personal
income and changes in population, and adjusted, when applicable, for any
transfer of financial responsibility of providing services to or from another
unit of government. The measurement of change in population is a blended average
of statewide overall population growth, and change in attendance at local school
and community college ("K-14") districts. As amended by Proposition 111, the
Appropriations Limit is tested over consecutive two-year periods. Any excess of
the aggregate "proceeds of taxes" received over such a two-year period above the
combined Appropriations Limits for those two years is divided equally between
transfers to K-14 districts and refunds to taxpayers.
The legislature enacted legislation to implement Article XIIIB which
defines certain terms used in Article XIIIB and sets forth the methods for
determining the Appropriations Limit. California
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Government Code Section 7912 requires an estimate of the Appropriations Limit to
be included in the Governor's Budget, and thereafter to be subject to the budget
process and established in the Budget Act.
On November 8, 1988, the State's voters approved Proposition 98, a
combined initiative constitutional amendment and statute called the "Classroom
Instructional Improvement and Accountability Act." Proposition 98 changed State
funding of public education below the university level and the operation of the
State Appropriations Limit, primarily by guaranteeing K-14 schools a minimum
share of General Fund revenues. Under Proposition 98 (as modified by Proposition
111, enacted on June 5, 1990), K-14 schools are guaranteed the greater of (a) in
general, a fixed percent of General Fund revenues ("Test 1"), (b) the amount
appropriated to K-14 schools in the prior year, adjusted for changes in the cost
of living (measured as in Article XIIIB by reference to State per capita
personal income) and enrollment ("Test 2"), or (c) a third test, which would
replace Test 2 in any year when the percentage growth in per capita General Fund
revenues from the prior year plus one half of one percent is less than the
percentage growth in State per capita personal income ("Test 3"). Under Test 3,
schools would receive the amount appropriated in the prior year adjusted for
changes in enrollment and per capita General Fund revenues, plus an additional
small adjustment factor. If Test 3 is used in any year, the difference between
Test 3 and Test 2 would become a "credit" to schools which would be the basis of
payments in future years when per capita General Fund revenue growth exceeds per
capita personal income growth. Legislation adopted prior to the end of the
1988-89 fiscal year, implementing Proposition 98, determined the K-14 schools'
funding guarantee under Test 1 to be 40.3 percent of the General Fund tax
revenues, based on 1986-87 appropriations. The percentage has been adjusted to
approximately 35 percent to account for a subsequent redirection of local
property taxes, since such redirection directly affects the share of General
Fund revenues to schools.
Proposition 98 permits the legislature by two-thirds vote of both houses,
with the Governor's concurrence, to suspend the K-14 schools' minimum funding
formula for a one-year period. Proposition 98 also contains provisions
transferring certain State tax revenues in excess of the Article XIIIB limit to
K-14 schools.
During the recent recession, General Fund revenues for several years
were less than originally projected, so that the original Proposition 98
appropriations turned out to be higher than the
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minimum percentage provided in the law. The Legislature responded to these
developments by designating the "extra" Proposition 98 entitlements, and also
intended that the "extra" payments would not be included in the Proposition 98
"base" for calculating future years' entitlements. By implementing these
actions, per-pupil funding from Proposition 98 sources stayed almost constant at
approximately $4,200 from Fiscal Year 1991-92 to Fiscal Year 1993-94. Per pupil
funding from Proposition 98 sources for the Fiscal Year 1999-00 is projected to
be $5,944, an increase of approximately $200 per pupil from the 1998-99 Fiscal
Year, and an increase of nearly $500 per pupil from the 1997-98 Fiscal Year.
In 1992, a lawsuit was filed, called California Teachers' Association v.
Gould, which challenged the validity of these off- budget loans. The settlement
of this case, finalized in July, 1996, provided, among other things, that both
the State and K-14 schools share in the repayment of prior years' emergency
loans to schools. Of the total $1.76 billion in loans, the State will repay $935
million by forgiveness of the amount owed, while schools will repay $825
million. The State share of the repayment will be reflected as an appropriation
above the current Proposition 98 base calculation. The schools' share of the
repayment will count as appropriations that count toward satisfying the
Proposition 98 guarantee, or from "below" the current base. Repayments are
spread over the eight-year period of 1994-95 through 2001-02 to mitigate any
adverse fiscal impact.
Substantially increased General Fund revenues, above initial budget
projections, in the fiscal year 1994-95 and thereafter have resulted or will
result in retroactive increases in Proposition 98 appropriations from subsequent
fiscal years' budgets. A significant amount of the "extra" Proposition 98 monies
in the last few years have been allocated to special programs. During the Fiscal
Year 1999-00, the most significant use of new K-12 Proposition 98 General Fund
is $365 million for the Governor's READ in Schools Initiative, which seeks to
improve reading skills, the quality of professional teaching, and school
accountability. The remaining funds are attributable to statutory growth
funding, cost-of-living adjustments, and deficit reduction funding for school
district county offices of education.
Certain California municipal securities in the Fund may be obligations
that are secured in whole or in part by a mortgage or deed of trust on real
property. Upon the default of a mortgage or deed of trust with respect to
California real property, the creditor's nonjudicial foreclosure rights under
the power of sale contained in the mortgage or deed of trust are subject to the
constraints imposed by California law upon transfers of title to
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real property by private power of sale. During the three-month period beginning
with the filing of a formal notice of default, the debtor is entitled to
reinstate the home mortgage by making any overdue payments. Under standard loan
servicing procedures, the filing of the formal notice of default does not occur
unless at least three full monthly payments have become due and remain unpaid.
The power of sale is exercised by posting and publishing a notice of sale for at
least 20 days after expiration of the three-month reinstatement period.
Therefore, the effective minimum period for foreclosing on a mortgage could be
in excess of seven months after the initial default. Such time delays in
collections could disrupt the flow of revenues available to an issuer for the
payment of debt service on the outstanding obligations if such defaults occur
with respect to a substantial number of home mortgages or deeds of trust
securing an issuer's obligations.
Certain California municipal securities in the Fund may be obligations
that finance the acquisition of single family home mortgages for low- and
moderate-income mortgagors. These obligations may be payable solely from
revenues derived from the home mortgages, and are subject to the California
statutory limitations described above applicable to obligations secured by real
property. Under California anti-deficiency legislation, there is no personal
recourse against a mortgagor of a single family residence purchased with the
loan secured by the mortgage.
Under California law, mortgage loans secured by single family
owner-occupied dwellings may be prepaid at any time. Prepayment charges on such
mortgage loans may be imposed only with respect to voluntary prepayments made
during the first five years of the term of the mortgage loan, and cannot in any
event exceed six months' advance interest on the amount prepaid in excess of 20%
of the original principal amount of the mortgage loan. This limitation could
affect the flow of revenues available to an issuer for debt service on the
outstanding debt obligations which financed such home mortgages.
On January 17, 1994, a major earthquake measuring an estimated 6.8 on the
Richter Scale struck Los Angeles. Significant property damage to private and
public facilities occurred in a four-county area including northern Los Angeles
County, Ventura County, and parts of Orange and San Bernardino Counties. The
possibility exists that another such earthquake could create a major dislocation
of the State economy.
Congress passed and the President signed (on August 22, 1996) the
Personal Responsibility and Work Opportunity Act of 1996
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making a fundamental reform of the current welfare system. Among many
provisions, the Law includes: (i) conversion of Aid to Families with Dependent
Children from an entitlement program to a block grant titled Temporary
Assistance for Needy Families ("TANF"), with lifetime time limits on TANF
recipients, work requirements and other changes; (ii) provisions denying certain
federal welfare and public benefits to legal noncitizens, allowing states to
elect to deny additional benefits (including TANF) to legal noncitizens, and
generally denying almost all benefits to illegal immigrants; and (iii) changes
in the Food Stamp program, including reducing maximum benefits and imposing work
requirements.
As part of the 1997-98 Budget Act legislative package, the Legislature
and Governor agreed on a comprehensive reform of the State's public assistance
programs to implement the new federal law. The new basic State welfare program
is called California Work Opportunity and Responsibility to Kids Act
("CalWORKs"), which replaces the former Aid to Families with Dependent Children
("AFDC") and Greater Avenues to Independence ("GAIN") programs effective January
1, 1998. Consistent with the federal law, CalWORKs contains new time limits on
receipt of welfare aid, both lifetime as well as for any current period of aid.
The centerpiece of CalWORKs is the linkage of eligibility to work participation
requirements. Administration of the new Welfare-to-Work programs will be largely
at the county level, and counties are given financial incentives for success in
this program.
Although the long-term impact of the new federal Law and CalWORKs cannot
be determined until there has been more experience, the State does not presently
anticipate that these new programs will have an adverse financial impact on the
General Fund. Overall TANF grants from the federal government are expected to
equal or exceed the amounts the State would have received under the old AFDC
program.
Pressures on the State's budget in the late 1980's and early 1990's were
caused by a combination of external economic conditions (including a recession
which began in 1990) and growth of the largest General Fund Programs - K-14
education, health, welfare and corrections - at rates faster than the revenue
base. During this period, expenditures exceeded revenues in four out of six
years up to 1992-93, and the State accumulated and sustained a budget deficit
approaching $2.8 billion at its peak at June 30, 1993. Between the 1991-92 and
1994-95 Fiscal Years, each budget required multibillion dollar actions to bring
projected revenues and expenditures into balance, including significant cuts in
health and welfare program expenditures; transfers of program
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responsibilities and funding from the State to local governments; transfer of
about $3.6 billion in annual local property tax revenues from other local
governments to local school districts, thereby reducing State funding for
schools under Proposition 98; and revenue increases (particularly in the 1991-92
Fiscal Year budget), most of which were for a short duration.
Despite these budget actions, the effects of the recession led to large,
unanticipated budget deficits. By the 1993-94 Fiscal Year, the accumulated
deficit was so large that it was impractical to retire it in one year, so a
two-year program was implemented, using the issuance of revenue anticipation
warrants to carry a portion of the deficit over the end of the fiscal year. When
the economy failed to recover sufficiently in 1993-94, a second two-year plan
was implemented in 1994-95, again using cross-fiscal year revenue anticipation
warrants to partly finance the deficit into the 1995-96 fiscal year.
Another consequence of the accumulated budget deficits, together with
other factors such as disbursement of funds to local school districts "borrowed"
from future fiscal years and hence not shown in the annual budget, was to
significantly reduce the State's cash resources available to pay its ongoing
obligations. When the Legislature and the Governor failed to adopt a budget for
the 1992-93 Fiscal Year by July 1, 1992, which would have allowed the State to
carry out its normal annual cash flow borrowing to replenish its cash reserves,
the State Controller issued registered warrants to pay a variety of obligations
representing prior years' or continuing appropriations, and mandates from court
orders. Available funds were used to make constitutionally-mandated payments,
such as debt service on bonds and warrants. Between July 1 and September 4,
1992, when the budget was adopted, the State Controller issued a total of
approximately $3.8 billion of registered warrants.
For several fiscal years during the recession, the State was forced to
rely on external debt markets to meet its cash needs, as a succession of notes
and revenue anticipation warrants were issued in the period from June 1992 to
July 1994, often needed to pay previously maturing notes or warrants. These
borrowings were used also in part to spread out the repayment of the accumulated
budget deficit over the end of a fiscal year, as noted earlier. The last and
largest of these borrowings was $4.0 billion of revenue anticipation warrants
which were issued in July, 1994 and matured on April 25, 1996.
The State's financial condition improved markedly during the 1995-96 and
1996-97 fiscal years, with a combination of better
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than expected revenues, slowdown in growth of social welfare programs, and
continued spending restraint based on the actions taken in earlier years. The
State's cash position also improved, and no external deficit borrowing has
occurred over the end of these two fiscal years.
The economy grew strongly during these fiscal years, and as a result, the
General Fund took in substantially greater tax revenues (around $2.2 billion in
1995-96 and $1.6 billion in 1996-97) than were initially planned when the
budgets were enacted. These additional funds were largely directed to school
spending as mandated by Proposition 98, and to make up shortfalls from reduced
federal health and welfare aid. The accumulated budget deficit from the
recession years was finally eliminated.
At the end of the Legislative Session on September 13, 1997, the
Legislature passed and the Governor later signed several bills encompassing a
coordinated package of fiscal reforms, mostly to take effect after the 1997-98
Fiscal Year. Included in the package were a variety of phased-in tax cuts,
conformity with certain provisions of the federal tax reform law passed earlier
in the year, and reform of funding for county trial courts, with the State to
assume greater financial responsibility. The Department of Finance estimated
that the major impact of these fiscal reforms will occur in Fiscal Year 1998-99
and subsequent years.
The following are major features of the 1998-99 Budget Act:
1. The Budget reflected the largest single year tax cut reduction in
California history, amounting to approximately $1.4 billion in 1998-99. The
central element is a bill which provides for a phased-in reduction of Vehicle
Licensing Fee ("VLF"). Since the VLF is currently transferred to cities and
counties, the bill provides for the General Fund to replace the lost revenues.
Started on January 1, 1999, the VLF has been reduced by 25%, at a cost to the
General Fund of approximately $500 million in the 1998-99 Fiscal Year and about
$1 billion annually thereafter. In addition to the cut in VLF, the 1998-99
budget includes temporary and permanent increase in the personal income tax
dependent credit ($612 million General Fund cost in 1998-99, but less in future
years), a nonrefundable renters tax credit($133 million), and various targeted
business tax credits ($106 million).
2. Proposition 98 funding for K-12 schools is increased by $2.2 billion
in General Fund moneys over the latest revised
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1997-98 levels, over $1 billion higher than the minimum Proposition 98
guarantee. Of the 1998-99 funds, major new programs include money for
instructional and library materials, deferred maintenance, support for
increasing the school year to 180 days and reduction of class sizes in Grade 9.
Overall, per-pupil spending for K-12 schools under Proposition 98 is increased
to $5,752, which is $478 over the 1997-98 level. The Budget also includes $250
million as repayment of prior years' loans to schools, as part of the settlement
of the CTA v. Gould lawsuit.
3. Funding for higher education increased substantially above the actual
1997-98 level. General Fund support was increased by $339 million (15.6%) for
the University of California and $271 million (14.5%) for the California State
University system. In addition, Community Colleges increased by $182 million
(9.0%).
4. The Budget includes increased funding for health, welfare and social
services programs. A 4.9% grant increase was included in the basic welfare
grants, the first increase in those grants in 9 years. Future increase will
depend on sufficient General Fund revenue to trigger the phased costs in VLF
described above.
5. Funding for the judiciary and criminal justice programs increased by
about 15% over 1997-98, primarily to reflect increased state support for local
trial courts and rising prison population.
6. Various other highlights of the revised Budget included new funding
for resources projects, dedication of $240 million of General Fund moneys for
capital outlay projects, funding of a state employee salary increase, funding of
2,000 new Department of Transportation positions to accelerate transportation
construction projects, and funding of the Infrastructure and Economic
Development Bank ($50 million).
7. The State of California received approximately $167 million of federal
reimbursements to offset costs related to the incarceration of undocumented
alien felons for federal fiscal year 1997. The state anticipates receiving
approximately $173 million in federal reimbursements for federal fiscal year
1998
The revised 1998-99 budget as reported in the 1999-00 Governor's
Budget, also reflects the latest estimated costs
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or savings as provided in various pieces of legislation passed and signed after
the 1998 Budget Act. Major budget items include costs for the All-American
Canal, state's share of purchase of Headwaters Forest, and additional funds for
state prisons and juvenile facilities. The revised budget reflects $443 million
reduction in the State's obligation to contribute to STRS in 1998-99.
The Department of Finance released updated estimates for the 1998-99
Fiscal Year on January 9, 1998 as part of the Governor's 1999-00 Fiscal Year
Budget Proposal. Total revenues and transfers are projected at $56.3 billion,
down approximately $600 million from the Budget Act projection. Expenditures for
the fiscal year are expected to rise approximately $1.0 billion above the
original Budget Act, to $58.3 billion. The balance in the budget reserve, the
SFEU, is projected to be $618 million at the end of the 1998-99 Fiscal Year,
down approximately $500 million from the Budget Act projection.
In January 1999, the Governor released his proposed budget for the
1999-00 Fiscal Year (the "Proposed Budget"). The Governor's Proposed Budget
projects total General Fund revenues and transfers of $60.3 billion, a $3.3
billion increase over revised 1998-99 revenues. This includes anticipated
initial payments from the tobacco litigation settlement of about $560 million
and receipt of one-time revenue from sale of assets. Overall, the increase
reflects an underlying revenue growth rate of 4.7% based on economic trends, as
well as non-economic factors, such as the tobacco company litigation, that
increases the total revenue growth rate to 7.1%.
Total General Fund expenditures for 1999-00 are recommended at $60.5
billion, an increase of $2.7 billion above the revised 1998-99 level. The
budget gives highest priority to education, with Proposition 98 funding
increasing by almost 5%. The Governor's budget also proposed new education
initiatives, such as the READ in Schools Initiative. The proposed budget
included a modest increase in higher education funding, and an 8 percent
increase in SSP payments (a State-funded welfare program). The Governor assumed
decreases in Medi-Cal and CalWORKS grant cost as a result of decreasing
caseloads. The Governor's Budget projects that the budget reserve, the SFEU,
will be $415 million at June 30, 2000, $200 million lower than the projected
level at June 30, 1998. The Governor's Budget projects Special Fund revenues of
$15.2
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billion, and Special Fund expenditures of $15.7 billion, in the 1999-00 Fiscal
Year. A total of $1.3 billion of bond fund expenditures are also proposed.
At the end of the 1999-00 Fiscal Year, the Fund balance is projected to
be $895 million, comprised of $480 million in reserve for liquidation of
encumbrances and $415 in reserve for economic uncertainties.
On February 16, 1999, the Legislative Analyst released a report on the
1999-00 Governor's Budget (the "LAO Report"). The LAO Report was based in part
on actual revenues received in December, 1998 and January, 1999, which had not
been available when the Governor's Budget was prepared. These revenues were
higher than had been predicted in the Governor's Budget, apparently reflecting
stronger than expected economic activity in the nation and the State. The LAO
report projected that General Fund revenues in 1998-99 could be as much as $750
million higher than predicted in the Governor's Budget, and 1999-00 revenues
could be $550 million above the Governor's Budget.
The Governor's Budget includes a proposal to implement changes in law to
make "mid-course corrections" in the State budget if ongoing revenues fall short
of projects during fiscal year or expenditures increase significantly. The
proposals include two components: restoring authority for the Director of
Finance to reduce expenditures in certain circumstances and an automatic
"trigger" mechanism that would produce spending cuts if certain conditions were
met. These proposals will require legislative action.
On December 6, 1994, Orange County, California (the "County"), together
with its pooled investment funds (the "Funds") filed for protection under
Chapter 9 of the federal Bankruptcy Code, after reports that the Funds had
suffered significant market losses in their investments, causing a liquidity
crisis for the Funds and the County. More than 200 other public entities, most
of which, but not all, are located in the County, were also depositors in the
Funds. The bankruptcy filing stemmed from approximately $1.7 billion in losses
suffered by the County's investment pool due to investments in high risk
"derivative" securities. On June 12, 1996, it emerged from bankruptcy after the
successful sale of $880 million in municipal bonds allowed the County to pay
off the last of its creditors. On January 7, 1997, the County returned to the
municipal bond market
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with a $136 million bond issue maturing in 13 years at an insured yield of
7.23%.
The State is a party to numerous legal proceedings, many of which
normally recur in governmental operations. In addition, the State is involved in
certain other legal proceedings which, if decided against the State, may require
the State to make significant future expenditures or may impair future revenue
sources.
The Bonds have received ratings of "Aa3" by Moody's Investors Service,
"A+" by Standard & Poor's, a division of The McGraw-Hill Companies and "AA-" by
Fitch ICBA, Inc. An explanation of the significance and status of such credit
ratings may be obtained from the rating agencies furnishing the same. There is
no assurance that such ratings will continue for any given period of time or
that they will not be revised or withdrawn entirely by any such rating agencies,
if in their respective judgments, circumstances so warrant. A revision or
withdrawal of any such credit rating could have an effect on the market price of
the Bonds. After the Bonds are rated, the State Treasurer intends to provide
appropriate periodic credit information to the bond rating agencies to assist in
maintaining the ratings on the Bonds.
The State's reliance on information technology in every aspect of its
operations has made Year 2000-related ("Y2K") information technology ("IT")
issues a high priority for the State. The Department of Information Technology
("DOIT"), an independent office reporting directly to the Governor, is
responsible for ensuring the State's information technology processes are fully
functional before the year 2000. The DOIT has created a Year 2000 Task Force and
a California 2000 Office to establish statewide policy requirements; to gather,
coordinate, and share information; and to monitor statewide progress. In
December 1996, the DOIT began requiring departments to report on Y2K activities
and currently requires departmental monthly reporting of Y2K status. The DOIT
has emphasized to departments that efforts should be focused on applications
that support mission-critical business practices.
The State Treasurer's Office reports that as of December 31, 1998, its
systems for bond payments were fully Y2K compliant. The State Controller's
Office reported that it had completed the necessary Y2K remediation projects for
the State fiscal and accounting system by December 31, 1998, consistent with the
Governor's Executive Order. The final steps of testing will be completed during
1999. Both offices are actively working with
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the outside entities with whom they interface to ensure that they are also
compliant.
Although substantial progress has been made toward the goal of Y2K
compliance, the task is very large and will likely encounter unexpected
difficulties. The State cannot predict whether all mission critical systems will
be ready and tested by late 1999 or what the impact failure of any particular IT
system(s) or of outside interfaces with IT systems might have.
RISK FACTORS AFFECTING NEW YORK MUNICIPAL SECURITIES
The following information as to certain New York State ("State") and New
York City ("City") risk factors is given to investors in view of the policy of
the MainStay New York Tax Free Fund of concentrating its investments in New York
municipal issuers. Such information constitutes only a brief discussion, does
not purport to be a complete description and is based on information from
sources believed by the Trust to be reliable, including official statements
relating to securities offerings of New York and municipal issuers, and periodic
publications by national ratings organizations. Such information, however, has
not been independently verified by the Trust.
There are a number of methods by which the State itself may incur debt.
The State may issue general obligation bonds. Under the State Constitution, the
State may not, with limited exceptions for emergencies, undertake long-term
general obligation borrowing (i.e., borrowing for more than one year) unless the
borrowing is authorized in a specific amount for a single work or purpose by the
Legislature and approved by the voters. There is no limitation on the amount of
long-term general obligation debt that may be so authorized and subsequently
incurred by the State. With the exception of general obligation housing bonds
(which must be paid in equal annual installments or installments that result in
substantially level or declining debt service payments, within 50 years after
issuance, commencing no more than three years after issuance), general
obligation bonds must be paid in equal annual installments or installments that
result in substantially level or declining debt service payments, within 40
years after issuance, beginning not more than one year after issuance of such
bonds.
The State may undertake short-term borrowings without voter approval (i)
in anticipation of the receipt of taxes and revenues, by issuing tax and revenue
anticipation notes ("TRANs"), and (ii) in anticipation of the receipt of
proceeds
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from the sale of duly authorized but unissued general obligation bonds, by
issuing bond anticipation notes ("BANs"). TRANs must mature within one year from
their dates of issuance and may not be refunded or refinanced beyond such
period. However, since 1990 the State's ability to issue TRANs has been limited
due to enactment of the fiscal reform program which created LGAC, a public
benefit corporation empowered to issue long-term obligations to fund certain
payments to local governments that had been traditionally funded through the
State's annual seasonal borrowing. BANs may only be issued for the purposes and
within the amounts for which bonds may be issued pursuant to voter
authorizations. Such BANs must be paid from the proceeds of the sale of bonds in
anticipation of which they were issued or from other sources within two years of
the date of issuance or, in the case of BANs for housing purposes, within five
years of the date of issuance. In order to provide flexibility within these
maximum term limits, the State has utilized the BANs authorization to conduct a
commercial paper program to fund disbursements eligible for general obligation
bond financing.
Pursuant to specific constitutional authorization, the State may also
directly guarantee certain public authority obligations. The State Constitution
provides for the State guarantee of the repayment of certain borrowings for
designated projects of the New York State Thruway Authority, the Job Development
Authority and the Port Authority of New York and New Jersey. The State has never
been called upon to make any direct payments pursuant to such guarantees. State
guaranteed bonds of the Port Authority of New York and New Jersey were fully
retired on December 31, 1996. State guaranteed bonds issued by the Thruway
Authority were fully retired on July 1, 1995.
In February 1997, the Job Development Authority ("JDA") issued
approximately $85 million of State guaranteed bonds to refinance certain of its
outstanding bonds and notes in order to restructure and improve JDA's capital
finances. Due to concerns regarding the economic viability of its programs,
JDA's loan and loan guarantee activities were suspended in 1995. JDA recently
resumed its lending activities under a revised set of lending programs and
underwriting guidelines. As a result of the structural imbalances in JDA's
capital structure, and defaults in its loan portfolio and loan guarantee
program incurred between 1991 and 1996, JDA would have experienced a debt
service cash flow shortfall had it not completed the 1997 refinancing. JDA
anticipates that it will transact additional refinancings in 1999, 2000 and
2003 to complete its long-term plan of finance and further alleviate cash flow
imbalances which are likely to occur in future years. The State does not
anticipate that it
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will be called upon to make any payments pursuant to the State guarantee in the
1998-99 fiscal year.
Payments of debt service on State general obligation and State-guaranteed
bonds and notes are legally enforceable obligations of the State.
The State employs additional long-term financing mechanisms,
lease-purchase and contractual obligation financings, which involve obligations
of public authorities or municipalities that are State supported but not general
obligations of the State. Under these financing arrangements, certain public
authorities and municipalities have issued obligations to finance the
construction and rehabilitation of facilities or the acquisition and
rehabilitation of equipment, and expect to meet their debt service requirements
through the receipt of rental or other contractual agreement by the State to
make payments to a public authority, municipality or other entity, the State's
obligation to make such payments is generally expressly made subject to
appropriation by the Legislature and the actual availability of money to the
State for making the payments. The State has also entered into a financing
arrangement with LGAC to restructure the way the State makes certain local aid
payments.
The State also participates in the issuance of certificates of
participation ("COPs") in a pool of leases entered into by the State's Office of
General Services on behalf of several State departments and agencies interested
in acquiring operational equipment or in certain cases, real property.
Legislation enacted in 1986 established restrictions upon and centralized State
control, through the Comptroller and the Director of the Budget, over the
issuance of COPs representing the State's contractual obligation, subject to
annual appropriation by the Legislature and availability of money, to make
installment or lease-purchase payments for the State's acquisition of such
equipment or real property.
The State has never defaulted on any of its general obligation
indebtedness or its obligations under lease purchase or contractual-obligation
financing arrangements and has never been called upon to make any direct
payments pursuant to its guarantees.
The fiscal stability of the State is related in part to the fiscal
stability of its public authorities. For the purposes of this Annual
Information Statement, public authorities refer to public benefit corporations,
created pursuant to State law,
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other than local authorities. Public authorities are not subject to the
constitutional restrictions on the incurrence of debt which apply to the State
itself and may issue bonds and notes within the amounts and restrictions set
forth in legislative authorization. The State's access to the public credit
markets could be impaired and the market price of its outstanding debt may be
materially and adversely affected if any of its public authorities were to
default on their respective obligations.
In 1990, as part of a State fiscal reform program, legislation was
enacted creating LGAC. The legislation authorized LGAC to issue its bonds and
notes in an amount to yield net proceeds not in excess of $4.7 billion
(exclusive of certain refunding bonds). Over a period of years, the issuance of
these long-term obligations, which are to be amortized over no more than 30
years, was expected to eliminate the need for continued short-term seasonal
borrowing. The legislation also dedicated revenues equal to one-quarter of the
four cent State sales and use tax to pay debt service on these bonds. The
legislation also imposed a cap on the annual seasonal borrowing of the State at
$4.7 billion, less net proceeds of bonds issued by LGAC and bonds issued to
provide for capitalized interest, except in cases where the Governor and the
legislative leaders have certified the need for additional borrowing and
provided a schedule for reducing it to the cap. If borrowing above the cap is
thus permitted in any fiscal year, it is required by law to be reduced to the
cap by the fourth fiscal year after the limit was first exceeded. This provision
capping the seasonal borrowing was included as a covenant with LGAC's
bondholders in the resolution authorizing such bonds.
As of June 1995, LGAC had issued bonds and notes to provide net proceeds
of $4.7 billion, completing the program. The impact of LGAC's borrowing, as well
as other changes in revenue and spending patterns, is that the State has been
able to meet its cash flow needs throughout the fiscal year without relying on
short-term seasonal borrowings.
The State's 1998-99 enacted budget includes several new multi-year tax
reduction initiatives, including acceleration of State-funded property and local
income tax relief for senior citizens under the School Tax Relief Program
("STAR"), expansion of the child care income-tax credit for middle-income
families, a phased-in reduction of the general business tax, and reduction of
several other taxes and fees, including an accelerated phase-out of assessments
on medical providers. The enacted budget also provides for significant increases
in spending for public schools, special education programs, and for the State
and City
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university systems. It also allocates $50 million for a new Debt Reduction
Reserve Fund ("DRRF") that may eventually be used to pay debt service costs on
or to prepay outstanding State-supported bonds.
The 1998-99 State Financial Plan projects a closing balance in the
General Fund of $799 million that is comprised of a balance of $473 million in
the Tax Stabilization Reserve Fund ("TSRF"), a balance of $226 million in the
Community Projects Fund ("CPF"), and a balance of $100 million in the
Contingency Reserve Fund ("CRF"). The TSRF can be used in the event of an
unanticipated General Fund cash operating deficit, as provided under the State
Constitution and State Finance Law. The CPF is used to finance various
legislative and executive initiatives. The CRF provides resources to help
finance any extraordinary litigation costs during the fiscal year.
The transfer of a portion of the surplus recorded in 1997-98 to 1998-99
exaggerates the "real" growth in State receipts from year to year by depressing
reported 1997-98 figures and inflating 1998-99 projections. Conversely, the
incremental cost of tax reductions newly effective in 1998-99 and the impact of
statutes earmarking certain tax receipts to other funds work to depress apparent
growth below the underlying growth in receipts attributable to expansion of the
State's economy. On an adjusted basis, State tax revenues in 1998-99 fiscal year
are projected to grow at approximately 7.5%, following an adjusted growth
roughly nine percent in the 1997-98 fiscal year.
The State's current fiscal year began on April 1, 1999 and ends on March
31, 2000 and is referred to herein as the State's 1999-00 fiscal year. This
section of the AIS reflects estimates of receipts and disbursements for the
State's 1999-00 fiscal year as formulated in the Financial Plan released on
February 9, 1999, and as supplemented on February 18, 1999. Additional
information on the State's finances will be released in quarterly updates to the
Financial Plan. Information on the State's Capital Program and Financing Plan
for the 1999-00 through 2002-03 fiscal years was released on or before July 30,
1999. The update to the State's financial projections based upon Generally
Accepted Accounting Principles (GAAP) will be released on or before September 1,
1999.
Many complex political, social and economic forces influence the State's
economy and finances, which may in turn affect the State's Financial Plan. These
forces may affect the State unpredictably from fiscal year to fiscal year and
are influenced by governments, institutions, and organizations that are not
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subject to the State's control. The State Financial Plan is also necessarily
based upon forecasts of national and State economic activity. Economic forecasts
have frequently failed to predict accurately the timing and magnitude of changes
in the national and the State economies. The Division of Budget believes that
its projections of receipts and disbursements relating to the current State
Financial Plan, and the assumptions on which they are based, are reasonable.
Total General Fund receipts in 1999-00 are projected to be $38.81
billion, an increase of over $2 billion from the current estimate of $36.78
billion in 1998-99. This total includes $34.80 billion in tax receipts, $1.28
billion in miscellaneous receipts, and $1.93 billion in transfers from other
funds.
The personal income tax is imposed on the income of individuals, estates
and trusts and is based on federal definitions of income and deductions. This
tax continues to account for over half of the State's General Fund receipts
base. Net personal income tax collections are projected to reach $22.88 billion,
nearly $2.77 billion above the 1998-99 collection total. The projected annual
growth is in part due to the net impact of refund reserve transactions which
will increase reported collections by over $1.77 billion, as partially offset by
the diversion of slightly over $1.22 billion in income tax receipts to the STAR
fund to finance the school tax reduction program. The STAR program was enacted
in 1997 to increase the State share of school funding and reduce residential
school taxes. Adjusted for these transactions, the growth in net income tax
receipts is roughly $1.7 billion, an increase of over 9%. This growth is largely
a function of over 5.3% growth in income tax liability projected for 1999 as
well as the impact of the 1998 tax year settlement on 1998-99 net collections.
User taxes and fees are comprised of three-quarters of the State four
percent sales and use tax (the balance, one percent, flows to support Local
Government Assistance Corporation ("LGAC") debt service requirements),
cigarette, alcoholic beverage, container, and auto rental taxes, and a portion
of the motor fuel excise levies. Also included in this category are receipts
from the motor vehicle registration fees and alcoholic beverage license fees. A
portion of the motor fuel tax and motor vehicle registration fees and all of the
highway use tax are earmarked for dedicated transportation funds.
Receipts from user taxes and fees are projected to total $7.17 billion,
a decrease of $76 million from reported collections in
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the prior year. The sales tax component of this category accounts for
approximately 80% of projected receipts, and is projected to increase by 4.4% in
the 1999-00 fiscal year. The yields of most of the excise taxes in this category
show a long-term declining trend, particularly cigarette and alcoholic beverage
taxes. These General Fund declines were exacerbated in 1998-99 by revenue losses
from scheduled and enacted tax reductions, and by an increase in earmarking of
motor vehicle registration fees to the Dedication Highway and Bridge Trust Fund.
Business taxes include franchise taxes based generally on net income of
general business, bank and insurance corporations, as well as
gross-receipts-based taxes on utilities and gallonage-based petroleum business
taxes. Beginning in 1994, a percent surcharge on these levies began to be phased
out and, for most taxpayers, there is no surcharge liability for taxable periods
ending in 1997 and thereafter.
Total business tax collections in 1999-00 are now projected to be $4.56
billion, $241 million less than received in the prior fiscal year. The category
includes receipts from the largely income-based levies on general business
corporations, banks and insurance companies, gross receipts taxes on energy and
telecommunication service providers and a per-gallon imposition on petroleum
business. The year-over-year decline in projected receipts in this category is
largely attributable to utility-tax rate cuts and the Power for Jobs tax
reduction program for energy providers, and the scheduled additional diversion
of General Fund petroleum business and utility tax receipts to other funds. In
addition, profit growth is also expected to slow in 1999.
Other taxes include estate, gift and real estate transfer taxes, a tax on
gains from the sale or transfer certain real estate (this tax was repealed in
1996), a pari-mutuel tax and other minor levies. They are now projected to total
$980 million - $119 million below last year's amount. The expected decline in
collections from this category is a result of the ongoing effect of enacted tax
cuts, and the elimination of the real property gains tax collections.
Miscellaneous receipts include investment income, abandoned property
receipts, medical provider assessments, minor federal grants, receipts from
public authorities, and certain other license and fee revenues. Total
miscellaneous receipts are projected to reach $1.24 billion, down $292 million
from the
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prior year, reflecting the growing effects of the phase-out of the medical
provider assessments.
Transfers from other funds to the General Fund consist primarily of tax
revenues in excess of debt one percent sales tax used to support payments to
LGAC. Transfers from other funds are expected to total $1.93 billion, or $20
million less than total receipts from this category during 1998-99. Total
transfers of sales taxes in excess of LGAC debt service requirements are
expected to increase by approximately $43 million, while transfers from all
other funds are expected to fall by $20 million, primarily reflecting lower
receipts from real estate transfer taxes.
General Fund disbursements in 1999-00, including transfers to support
capital projects, debt service and other funds, are estimated at $37.14 billion.
This represents an increase of $528 million or 1.4% percent from 1998-99. Nearly
one-half of the growth is for educational purposes, reflecting increased support
for public schools, special education programs and the State and City university
systems. The remaining increase is primarily for Medicaid, mental hygiene, and
other health and social welfare programs, including children and family
services. The 1999-00 Financial Plan also includes funds for the current
negotiated salary increases for State employees, as well as increased transfers
for debt service.
Grants to Local Governments is the largest category of General Fund
disbursements, comprising approximately 67% of all General Funding
disbursements, and includes financial assistance to local governments and
not-for-profit corporations, as well as entitlement benefits to individuals. The
1999-00 Financial Plan projects spending of $24.81 billion in this category, an
decrease of $86 million or -0.4% over the prior year, in part due to a $175
million decline in proposed spending for legislative initiatives. The largest
annual decreases are for education, Medicaid, other health and social welfare
programs, and community projects grants.
State operations spending reflects the administrative costs of operating
the State's agencies, including the prison system, mental hygiene institutions,
the State University system (SUNY), the Legislature, and the court system.
Personal service costs account for approximately 73% of spending in this
category. Since January 1995, the State's workforce has been reduced by about
10% and is projected to remain at its current level of approximately 191,200
persons in 1999-00.
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State operations spending is projected at $6.89 billion, an increase of
$243 million or 3.7% the prior year. This increase is primarily due to the
annualized costs of collective bargaining agreements for 1998-99, the costs of
staffing a new State prison facility, the loss of federal receipts that would
otherwise lower General Fund spending in mental hygiene programs, and an
increase in the Legislative and Judiciary budgets.
Disbursements in General State charges are estimated at $2.32 billion, an
increase of $32 million from the prior year.
Debt service paid from the General Fund reflects debt service on
short-term obligations of the State, and includes only interest costs on the
State's commercial paper program. The 1999-00 debt service estimate is $11
million, reflecting relative stability in short-term interest rates. The State's
short-term TRAN borrowing program was eliminated in 1995.
Transfers to other funds from the General Fund are made primarily to
finance certain portions of State capital projects spending and debt service on
long-term bonds where these costs are not funded from other sources. Transfers
in support of debt service are projected at $3.08 billion in 1999-00, an
increase of $299 million from 1998-99. The increase reflects the
reclassification of SUNY community debt from local assistance accounts. The
balance reflects the costs of prior borrowings and costs connected to the Debt
Reduction Reserve Fund. The Fund may be used, subject to enactment of new
appropriations, to pay the debt service costs on or to prepay State-supported
bonds. Transfers in support of capital projects provide General Fund support for
projects not otherwise financed through bond proceeds, dedicated taxes and other
revenues, or federal grants. These transfers are projected at $439 million for
1999-00. Remaining transfer's from the General Fund to other funds are estimated
to decline $71 million in 1999-00 to $350 million. This decline is primarily the
net impact of one-time transfers in 1998-99 to the Lottery and Oil Spill Funds.
Special Revenue Funds are used to account for the proceeds of specific
revenue sources such as federal grants that are legally restricted, either by
the Legislature or outside parties, to expenditures for specified purposes.
Total disbursements for programs supported by Special Revenue Funds are
projected at $30.54 billion, an increase of $537 million or 1.8% from 1998-99.
Federal grants account for approximately three-quarters of all spending in the
Special Revenue fund type. Disbursements from federal funds are estimated at
$21.93 billion, an increase
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of $222 million or 1.0%. The single largest program in this fund group is
Medicaid, which is projected at $13.55 billion, a decrease of $578 million below
last year. Federal support for welfare programs is projected at $1.69 billion, a
decrease of $259 million from 1998-99, due largely to declining case loads. The
remaining growth in federal funds is primarily due to (1) education spending,
projected at $1.86 billion in 1999-00, an increase of $170 million from 1998-99;
and (2) the Child Health Plus program, estimated at $278 million in 1999-00, an
increase of $96 million from last year. This program will expand health
insurance coverage to children of indigent families.
State special revenue spending is projected to be $8.61 billion, an
increase of $315 million or 3.8% from last year's levels. Most of this projected
increase in spending is due to the $638 million increase in the STAR program, as
well as $42 million increase for the State share of the new Child Health Plus
program.
Capital Projects Funds account for the financial resources used in the
acquisition, construction, or rehabilitation of major State capital facilities,
and for capital assistance grants to certain local governments or public
authorities. This fund type consists of the Capital Projects Fund, which is
supported by tax receipts transferred from the General Fund, and various other
capital funds established to distinguish specific capital construction purposes
supported by other revenues.
Capital Projects Funds spending in fiscal year 1999-00 is projected at
$4.39 billion, an increase of $184 million from last year. The major components
of this expected growth are transportation and environmental programs, including
continued increased spending for 1996 Clean Water/Clean Air Bond Act projects
and higher projected disbursements from the Environmental Protection Fund
("EPF"). Another significant component of this projected increase is in the area
of public protection, primarily for facility rehabilitation and construction of
additional prison capacity. The capital spending plan also includes
approximately $272 million for maintenance, preservation, and improvement
projects at existing SUNY and CUNY facilities.
Spending for capital projects is financed with cash or bond proceeds.
Cash resources include pay-as-you-go State resources and Federal grants. Bond
resources include proceeds from the sale of bonds, including voter-approved
General Obligation bonds or public authority bonds.
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The Governor's debt reduction measures lower the State's dependence on
debt by ensuring that a larger and growing share of the State's essential
capital investments are financed with pay-as-you-go resources. The prudent
financing of capital needs with cash resources ensures that less than one-half
of 46% of capital spending in 1999-00 will be financed with debt while State
pay-as-you-go resources and Federal grants will support the majority of 54% of
capital costs.
Total cash resources are comprised of State pay-as-you-go and Federal
grants, and will finance 54 percent of 1999-00 capital spending. The percentage
of the Capital Plan financed with pay-as-you-go resources in 1999-00 will
represent 22% of total projected capital spending, an increase of 4% over last
year's Plan estimate. Approximately 32% of the State's total spending for
capital projects is expected to be supported by Federal grants, mainly for
transportation and environmental purposes. Primarily as a result of the new
Federal Highway Act, TEA-21, spending supported by Federal grants in 1999-00
will increase by $272 million, or 24%, from the 1998-99 enacted Capital Plan.
Bonds will also be used as a resource for capital spending. Approximately
$316 million, or 7% of projected 1999-00 capital spending will be supported by
the Clean Water/Clean Air Environmental Bond Act approved by the voters in 1996.
These projects will continue to protect the environment and the health and
safety of all New Yorkers. Efforts to shift the financing of capital projects
from bonds to cash resources will significantly reduce the share of 1999-00
capital spending projected to be financed with authority bond proceeds from last
year's projection of 46% to 39%. In 1999-00, $1.7 billion of total capital
spending, primarily in the areas of transportation, corrections, mental hygiene
and higher education programs will be reimbursed by authority bond proceeds.
In the 1999-00 Fiscal Year, the State projects a closing balance in the
General Fund of $2.63 billion, comprised of a balance of $1.79 billion in the
reduction reserves, $473 million in the TSRF, and $100 million in the CRF.
The Division of the Budget projects budget gaps of $1.11 billion in
2000-01 and $2.08 billion in 2001-02. These estimates assume that the
Legislature will enact the 1999-00 Executive Budget and accompanying legislation
in its entirety. The gaps also include $500 million in unspecified annual
spending efficiencies, which is comparable to the Governor's Executive Budget
assumptions in previous fiscal years. Future Financial Plans are also likely to
count on savings from
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efficiencies, workforce management efforts, aggressive efforts to maximize
federal and other non-General Fund resources, and other efforts to control State
spending. Nearly all the actions proposed by the Governor to balance the 1999-00
Financial Plan recur and grow in value in future years. The Division of the
Budget projects that, if the projected budget gap for 2000-01 is closed with
recurring actions, the 2001-02 budget gap would be reduced to $963 million under
current projections.
The Executive Budget assumes the use of $1.79 billion tax reduction
reserve to offset the incremental loss in tax receipts resulting from previously
enacted and proposed tax reductions beginning in 2000-01. The Financial Plan
currently assumes that $589 million of the reserves (about one-third of the
amount available) will be applied in 2000-01, with the remaining $1.2 billion
used in 2001-02. The State may alter how it apportions the reserves across the
three years of the projection period.
The Governor is required by law to propose a balanced budget each year
and will propose steps necessary to address any potential remaining budget gaps
in subsequent budgets. The Division of the Budget estimates that the State has
closed projected budget gaps of $5.0 billion, $3.9 billion and $2.3 billion in
its 1995-96, 1996-97 and 1997-98 fiscal years, respectively, and ended each of
thee years with a cash surplus.
The Division of the Budget believes that the economic assumptions and
projections of receipts and disbursements accompanying the 1999-00 Executive
Budget are reasonable. However, the economic and financial condition of the
State may be affected by various financial, social, economic and political
factors. Those factors can be very complex, can vary from fiscal year to fiscal
year, and are frequently the result of actions taken not only by the State but
by entities, such as the federal government, that are outside the State's
control. Because of the uncertainty and unpredictability of changes in these
factors, their impact cannot be fully included in the assumptions underlying the
State's projections. For example, there can be no assurance that the Legislature
will enact the Governor's proposals or that the State's actions will be
sufficient to preserve budgetary balance or to align recurring receipts and
disbursements in either 1999-00 or in future fiscal years.
Uncertainties with regard to the economy present the largest potential
risk to future budget balance in New York State. This risk includes either a
financial market or broader economic "correction" during the period, a risk
heightened by the relatively lengthy expansions currently underway. The
securities
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industry is more important to the New York economy than the national
economy, and a significant deterioration in stock market performance could
ultimately produce adverse changes in wage and employment levels. In addition, a
normal "forecast error" of one percentage point in the expected growth rate
could cumulatively raise or lower receipts by over $1 billion by the last year
of the 1999 through 2001 projection period. On the other hand, the national or
State economy may continue to perform better than projected, which could produce
beneficial short-term results in State receipts.
The economic and financial condition of the State may be affected by
various financial, social, economic and political factors. These factors can be
very complex, may vary from fiscal year to fiscal year, and are frequently the
result of actions taken not only by the State and its agencies and
instrumentalities, but also by entities, such as the federal government, that
are not under the control of the State. Because of the uncertainty and
unpredictability of these factors, their impact cannot, as a practical matter,
be included in the assumptions underlying the State's projections at this time.
The State Financial Plan is based upon forecasts of national and State
economic activity developed through both internal analysis and review of State
and national economic forecasts prepared by commercial forecasting services and
other public and private forecasters. Economic forecasts have frequently failed
to predict accurately the timing and magnitude of changes in the national and
the State economies. Many uncertainties exist in forecasts of both the national
and State economies, including consumer attitudes toward spending, the extent of
corporate and governmental restructuring, the condition of the financial sector,
federal fiscal and monetary policies, the level of interest rates, and the
condition of the world economy, which could have an adverse effect on the State.
There can be no assurance that the State economy will not experience results in
the current fiscal year that are worse than predicted, with corresponding
material and adverse effects on the State's projections of receipts and
disbursements.
Projections of total State receipts in the Financial Plan are based on
the State tax structure n effect during the fiscal year and on assumptions
relating to basic economic factors and their historical relationships to State
tax receipts. In preparing projections of State receipts, economic forecasts
relating to personal income, wages, consumption, profits and employment have
been particularly important. The projection of receipts from most tax or revenue
sources is generally made by estimating the
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change in yield of such tax or revenue source caused by economic and other
factors, rather than by estimating the total yield of such tax or revenue source
from its estimated tax base. The forecasting methodology, however, ensures that
State fiscal year collection estimates for taxes that are based on a computation
of annual liability, such as the business and personal income taxes, are
consistent with estimates of total liability under such taxes.
Projections of total State disbursements are based on assumptions
relating to economic and demographic factors, levels of disbursements for
various services provided by local governments (where the cost is partially
reimbursed by the State), and the results of various administrative and
statutory mechanisms in controlling disbursements for State operations. Factors
that may affect the level of disbursements in the fiscal year include
uncertainties relating to the economy of the nation and the State, the policies
of the federal government, and changes in the demand for and use of State
services.
An additional risk to the State Financial Plan arises from the potential
impact of certain litigation and of federal disallowances now pending against
the State, which could adversely affect the State's projections of receipts and
disbursements. The State Financial Plan assumes no significant litigation or
federal disallowance or other federal actions that could affect State finances,
but has significant reserves in the event of such an action.
The Division of the Budget believes that its projections of receipts and
disbursements relating to the current State Financial Plan, and the assumptions
on which they are based, are reasonable. Actual results, however, could differ
materially and adversely from the projections set fort herein. In the past the
State has taken management actions to address potential Financial Plan
shortfalls, and DOB believes it could take similar actions should variances
occur in its projections for the current fiscal year.
Despite recent budgetary surpluses recorded by the State, actions
affecting the level of receipts and disbursements, the relative strength of the
State and regional economy, and actions by the federal government have helped to
create projected structural budget gaps for the State. These gaps result from a
significant disparity between recurring revenues and the costs of maintaining or
increasing the level of support for State programs. To address a potential
imbalance in any given fiscal year, the State would be required to take actions
to increase
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receipts and/or reduce disbursements as it enacts the budget for that year, and,
under the State Constitution, the Governor is required to propose a balanced
budget each year. There can be no assurance, however, that the Legislature will
enact the Governor's proposals or that the State's actions will be sufficient to
preserve budgetary balance in a given fiscal year or to align recurring receipts
and disbursements in future fiscal years. For example, the fiscal effects of tax
reductions adopted in the last several fiscal years are projected to grow more
substantially beyond the 1999-00 fiscal year, with the incremental annual cost
of all currently enacted tax reductions estimated at over $4 billion by the time
they are fully effective in State fiscal year 2002-03. These actions will place
pressure on future budget balance in New York State.
New York State is currently addressing "Year 2000" data processing
compliance issues. The Year 2000 compliance issue ("Y2K") arises because most
computer software programs allocate two digits to the data field for "year" on
the assumption that the first two digits will be "19". Such programs will thus
interpret the year 2000 as the year 1900 absent reprogramming. Y2K could impact
both the ability to enter data into computer programs and the ability of such
programs to correctly process data. There can be no guarantee, however, that all
of the State's mission-critical and high-priority computer systems will be Year
2000 compliant and that there will not be an adverse impact upon State
operations or State finances as a result.
Constitutional challenges to State laws have limited the amount of taxes
which political subdivisions can impose on real property. In 1979, the State's
highest court declared unconstitutional a State law allowing localities and
school districts to impose a special increase in real estate property taxes in
order to raise funds for pensions and other uses. Additional court actions have
been brought against the State, certain agencies and municipalities relating to
financing, the amount of real estate tax, the use of tax revenues and other
matters.
An additional risk to the 1999-00 State Financial Plan arises from the
potential impact of certain litigation now pending against the State, which
could produce adverse effects on the State's projections of receipts and
disbursements.
Certain litigation pending against the State, its subdivisions and their
officers and employees could have a substantial and long-term adverse effect on
State finances. The State is a party to numerous legal proceedings, many of
which normally recur in
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governmental operations. Because of the prospective nature of these proceedings,
no estimate of the potential loss can be made.
The State is a defendant in numerous legal proceedings pertaining to
matters incidental to the performance of routine governmental operations. Such
litigation includes, but is not limited to, claims asserted against the State
arising from alleged torts, alleged breaches of contracts, condemnation
proceedings and other alleged violations of State and Federal laws.
Included in the State's outstanding litigation are a number of cases
challenging the legality or the adequacy of a variety of significant social
welfare programs primarily involving the State's Medicaid and mental health
programs. Adverse judgments in these matters generally could result in
injunctive relief coupled with prospective changes in patient care which could
require substantial increased financing of the litigated programs in the future.
Because of the prospective nature of these matters, no provision for this
potential exposure has been made in the accompanying general purpose financial
statements.
Actions commenced by several Indian nations claim that significant
amounts of land were unconstitutionally taken from the Indians in violation of
various treaties and agreements during the eighteenth and nineteenth centuries.
The claimants seek recovery of approximately six million acres and as well as
compensatory and punitive damages.
In addition, the State is party to other claims and litigation which its
legal counsel has advised are not probable of adverse court decisions. Although
the amounts of potential losses, if any, are not presently determinable, it is
the State's opinion that its ultimate liability in these cases is not expected
to have a material adverse effect on the State's financial position.
The national economy has maintained a robust rate of growth during the
past six quarters as the expansion, which is well into its seventh year,
continues. Since early 1992, approximately 16-1/2 million jobs have been added
nationally. The State economy has also continued to expand, but growth remains
somewhat slower than in the nation. Although the State has added over 400,000
jobs since late 1992, employment growth in the State has been hindered during
recent years by significant cutbacks in the computer and instrument
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manufacturing, utility, defense, and banking industries. Government downsizing
has also moderated these job gains.
The fiscal health of the State may also be affected by the fiscal health
of New York City ("City"), which continues to receive significant financial
assistance from the State. State aid contributes to the City's ability to
balance its budget and meet its cash requirements. The State may also be
affected by the ability of the City and certain entities issuing debt for the
benefit of the City to market their securities successfully in the public credit
markets.
The City has achieved balanced operating results for each of its fiscal
years since 1981 as measured by the GAAP standards in force at that time. The
City prepares a four-year financial plan ("Financial Plan") annually and updates
it periodically, and prepares a comprehensive annual financial report describing
its most recent fiscal year each October.
Certain localities outside New York City have experienced financial
problems and have requested and received additional State assistance during the
last several State fiscal years. The cities of Yonkers and Troy continue to
operate under State-ordered control agencies. The potential impact on the State
of any future requests by localities for additional oversight or financial
assistance is not included in the projections of the State's receipts and
disbursements for the State's 1999-00 fiscal year.
Eighteen municipalities received extraordinary assistance during the 1996
legislative session through $50 million in special appropriations targeted for
distressed cities, and 28 municipalities received more than $32 million in
targeted unrestricted aid in the 1997-98 budget. Both of these emergency aid
packages were largely continued through the 1998-99 budget. The State also
dispersed an additional $21 million among all cities, towns and villages after
enacting a 3.9% increase in General Purpose State Aid in 1997-98 and continued
this increase in 1998-99.
The 1998-99 budget included an additional $29.4 million in unrestricted
aid targeted to 57 municipalities across the State. Other assistance for
municipalities with special needs totaled more than $25.6 million. Twelve
upstate cities will receive $24.2 million in one-time assistance from a cash
flow acceleration of State aid.
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The appropriation and allocation of general purpose local government aid
among localities, including New York City, is currently the subject of
investigation by a State commission. While the distribution of general purpose
local government aid was originally based on a statutory formula, in recent
years both the total amount appropriated and the amounts appropriated to
localities have been determined by the Legislature. A State commission was
established to study the distribution and amounts of general purpose local
government aid and recommend a new formula by June 30, 1999, which may change
the way aid is allocated.
Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1996, the total indebtedness of all
localities in the State other than New York City was approximately $20.0
billion. A small portion (approximately $77.2 million) of that indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant to
enabling State legislation. State law requires the Comptroller to review and
make recommendations concerning the budgets of those local government units
other than New York City that are authorized by State law to issue debt to
finance deficits during the period that such deficit financing is outstanding.
Twenty-one localities had outstanding indebtedness for deficit financing at the
close of their fiscal year ending in 1996.
Like the State, local governments must respond to changing political,
economic and financial influences over which they have little or no control.
Such changes may adversely affect the financial condition of certain local
governments. For example, the federal government may reduce (or in some cases
eliminate) federal funding of some local programs which, in turn, may require
local governments to fund these expenditures from their own resources. It is
also possible that the State, New York City, or any of their respective public
authorities may suffer serious financial difficulties that could jeopardize
local access to the public credit markets, which may adversely affect the
marketability of notes and bonds issued by localities within the State.
Localities may also face unanticipated problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. Other large-scale
potential problems, such as declining urban populations, increasing
expenditures, and the loss of skilled manufacturing jobs, may also adversely
affect localities and necessitate State assistance.
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Moody's Investors Service, Inc. ("Moody's") has given the Series 1999A
Tax-Exempt Bonds and the 1999B Taxable Bonds a rating of "A2" and Standard &
Poor's Ratings Group ("S&P") has given the Bonds a rating of "A."
Ratings reflect only the respective views of such organizations, and an
explanation of the significance of such ratings must be obtained from the rating
agency furnishing the same. There is no assurance that a particular rating will
continue for any given period of time or that any such rating will not be
revised downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant. A downward
revision or withdrawal of such ratings, or either of them, may have an effect on
the market price of the Bonds.
SPECIAL CONSIDERATIONS AFFECTING PUERTO RICO
The following highlights some of the more significant financial trends
and problems affecting the Commonwealth of Puerto Rico (the "Commonwealth" or
"Puerto Rico") and is based on information drawn from official statements and
prospectuses relating to the securities offerings of Puerto Rico and its
agencies and instrumentalities. Such information, however, has not been
independently verified by the Trust.
The Government of Puerto Rico has established programs directed at
developing the manufacturing and service sectors (with emphasis on the tourism
industry) of the economy and expanding and modernizing the island's
infrastructure. Domestic and foreign investment has been stimulated by selective
tax exemption, development loans, and other financial and tax incentives.
Infrastructure expansion and modernization have been to a large extent financed
by bonds and notes issues by the Commonwealth, its public corporations and
municipalities. Economic progress has been aided by significant increases in the
levels of education and occupational skills of the island's population.
The economy of Puerto Rico is fully integrated with that of the United
States mainland. During fiscal 1997, approximately 88% of Puerto Rico's exports
went to the United States mainland, which was also the source of approximately
62% of Puerto Rico's imports. In fiscal 1997, Puerto Rico experienced a $2.7
billion positive adjusted merchandise trade balance.
The dominant sectors of the Puerto Rico economy are manufacturing and
services. The manufacturing sector has
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experienced a basis change over the years as a result of increased emphasis on
higher wage, high technology industries, such as pharmaceuticals, electronics,
computers, microprocessors, professional and scientific instruments, and certain
high technology machinery and equipment. The services sector, including finance,
insurance, real estate, wholesale and retail trade, and hotel and related
services, also plays a major role in economy. It rates second only to
manufacturing in contribution to the gross domestic product and leads all
sectors in providing employment.
Puerto Rico's more than decade-long economic expansion continued
throughout the five-year period from fiscal 1993 through fiscal 1997. Almost
every sector of the economy participated and record levels of employment were
achieved. Factors behind this expansion included government-sponsored economic
development programs, periodic declines in the exchange value of the United
States dollar, increases in the level of federal transfers, and the relatively
low cost of borrowing.
Gross product in fiscal 1993 was $25.1 ($24.5 billion in 1992 prices) and
gross product in fiscal 1997 was $32.1 billion ($27.7 billion in 1992 prices).
This represents an increase in gross product of 27.7% from fiscal 1993 to 1997
(13.0% in 1992 prices).
Since fiscal 1985, personal income, both aggregate and per capita, has
increased consistently each fiscal year. In fiscal 1997, aggregate personal
income was $32.1 billion ($30.0 billion in 1992 prices) and personal income per
capita was $8,509 ($7,957 in 1992 prices). The difference in the statistics of
1992 prices for gross product and personal income is attributable to the
difference in the price deflators used for each.
Personal income includes transfer payments to individuals in Puerto Rico
under various social programs. Total federal payments to Puerto Rico, which
include transfers to local government entities and expenditures of federal
agencies in Puerto Rico, in addition to federal transfer payments to
individuals, are lower on a per capita basis in Puerto Rico than in any state.
Transfer payments to individuals in fiscal 1997 were $7.3 billion, of which $5.2
billion, or 71.6%, represented entitlements to individuals who had previously
performed services or made contributions under programs such as Social Security,
Veteran's Benefits, Medicare and U.S. Civil Service retirement pensions.
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According to the Labor Department's Household Employment Survey, during
fiscal 1998, total employment increased 0.8% over fiscal 1997. Total monthly
employment averaged 1,137,400 during the fiscal 1998, compared to 1,128,500 in
fiscal 1997. The seasonally adjusted unemployment rate for September 1998 was
13.5%.
The Planning Board's gross product forecast for fiscal 1999, made in
February 1998, projected an increase of 2.7% over fiscal 1998.
Puerto Rico has a diversified economy with the manufacturing and services
sectors comprising the principal sectors. Manufacturing is the largest sector in
terms of a gross domestic product. According to the Planning Board's estimates,
in fiscal 1997 manufacturing generated $19.8 billion, or 41.2%, of gross
domestic product and accounted for 14.4% of total employment; as compared with
fiscal 1996, when it generated $19.0 billion, or 42.0%, of gross domestic
product and accounted for 14.4% of total employment. Manufacturing in Puerto
Rico is now more diversified than during the earlier phases of its industrial
development and includes several industries less prone to business cycles. In
the last two decades, industrial development has tended to be more capital
intensive and more dependent on skilled labor. This gradual shift in emphasis is
best exemplified by the heavy investment in the pharmaceutical, scientific
instruments, computer, microprocessor, medical product and electrical product
industries over the last decade. One of the factors assisting the development of
the manufacturing sector has been the tax incentives offered by the federal and
Puerto Rico governments. Federal legislation enacted in 1996, however, which
amended Internal Revenue Code Section 936, phased out the federal tax incentives
during a 10-year period.
For many years, United States companies operating in Puerto Rico enjoyed
a special tax credit that was available under Section 936 of the Code.
Originally, the credit provided an effective 100% federal tax exemption for
operating and qualifying investment income from Puerto Rico sources. Amendments
to Section 936 made in 1993 instituted two alternative methods for calculating
the credit and limited the amount of the credit that a qualifying company could
claim. These limitations area based on a percentage of qualifying income and on
qualifying expenditures on wages, other wage related benefit and qualifying
expenditures. As a result of amendments incorporated in the Small Business Job
Protection Act of 1996 enacted by the United States Congress and signed into
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law by President Clinton on August 20, 1996, the tax credit is now being phased
out over a ten-year period for existing claimants and is no longer available for
corporations that establish operations in Puerto Rico after October 13, 1995
(including existing Section 936 Corporations to the extent substantially new
operations are established in Puerto Rico), the 1996 Amendments also moved the
credit based on the economic activity limitation to Section 30A of the Code and
phased it out over 10 years. In addition, the 1996 Amendments eliminated the
credit previously available for income derived from certain qualified
investments in Puerto Rico.
During 1997, Governor Rossello proposed to Congress the enactment of a
new permanent federal incentive program similar to what is now provided under
Section 30A. Such program would provide U.S. companies a tax credit based on
qualifying wages paid and other wage related expenses, such as fringe benefits,
as well as depreciation expenses for certain tangible assets and research and
development expenses. Under the Governor's proposal, the credit granted to
qualifying companies would continue to effect until Puerto Rico shows, among
other things, substantial economic improvements in terms of certain economic
parameters. The fiscal 1998 budget submitted by President Clinton to Congress in
February 1997 included a proposal to modify Section 30A to (i) extend the
availability of the Section 30A Credit indefinitely, (ii) make it available to
companies establishing operations in Puerto Rico after October 13, 1995, and
(iii) eliminate the income cap. Although said proposal was not included in the
final fiscal 1998 federal budget, President Clinton's fiscal 1999 budget
submitted to Congress again included these modifications to Section 30A. While
the Government of Puerto Rico plans to continue lobbying for this proposal, it
is not possible at this time to predict whether the Section 30A Credit will be
modified.
It is not possible at this time to determine the long-term effect on the
Puerto Rico economy of the enactment of the 1996 Amendments. The Government of
Puerto does not believe there will be short-term or medium-term material adverse
effects on Puerto Rico's economy as a result of the enactment of the 1996
Amendment. The Government incentive programs to safeguard Puerto Rico's
competitive position.
Section 2 of Article VI of the Constitution of Puerto Rico provides that
direct obligations of the Commonwealth evidenced by full faith and credit bonds
or notes shall not be issued if the amount of the principal of and interest on
such bonds and notes and on all such bonds and notes theretofore issued which
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is payable in any fiscal year, together with any amount paid by the Commonwealth
in the preceding fiscal year on account of bonds or notes guaranteed by the
Commonwealth, exceeds 15% of the average annual revenues raised under the
provisions of Commonwealth legislations and covered into the Treasury of Puerto
Rico in the two fiscal years proceeding the then current fiscal year. Section 2
of Article VI does not limit the amount of debt that the Commonwealth may
guarantee so long as the 15% limitation is not exceeded. Internal revenues
consist principally of income taxes, property taxes and excise taxes. Certain
revenues, such as federal excise taxes on offshore shipments of alcoholic
beverages and tobacco products and customs duties, which are collected by the
United States Government and returned to the Treasury of Puerto Rico, and motor
vehicle fuel taxes and license fees, which are allocated to the Highway
Authority, are not included as internal revenues for the purpose of calculating
the debt limit, although they may be available for the payment of debt service.
On February 26, 1997 legislation was introduced in the U.S. House of
Representatives proposing a mechanism to settle permanently the political
relationship between Puerto Rico and the United States, either through full
self-government (e.g., statehood or independence, including, as an alternative,
free association via a bilateral treaty) or continued commonwealth status. Under
the proposed legislation, failure to settle on full self-government after
completion of the referenda process provided therein would result in retention
of the current commonwealth status. On March 19, 1997, similar legislation was
introduced in the U.S. Senate. On March 4, 1998, the U.S. House of
Representatives voted in favor of the Political Status Act. The Senate, however,
has failed to act upon the Political Status Act and is not expected to consider
this measure prior to the end of the current session.
Pursuant to legislation approved by the Commonwealth Legislature, a
referendum will be held in Puerto Rico on December 13, 1998 in which the voters
will express their preference among four political status options. Two of the
options represent statehood and independence. The other two options describe
statuses which are based on a political relationship with the United States
providing varying degrees of sovereignty over local, national and international
matters. In connection with this referendum, the U.S. Senate adopted Senate
Resolution 279 in which it expressed the sense of the Senate supporting and
recognizing the right of United States citizens residing in Puerto Rico to
express their views regarding their future political status through a
referendum.
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On September 21, 1998, Puerto Rico suffered the direct impact of
Hurricane Georges. The hurricane caused extensive damage throughout the island,
with the most serious damage occurring in the central mountain region. The
island was declared an emergency zone by President Clinton, thus making it
eligible for emergency assistance from the Federal Emergency Management Agency
("FEMA"). Most losses to government and private property are expected to be
covered by private insurance, FEMA emergency aid and local government assistance
programs.
It is expected that the hurricane will have a moderate short term
negative impact on the economy. Unemployment figures may increase during the
second quarter of fiscal year 1999 while the local economy recovers from the
effects of the hurricane. The receipt of FEMA funds and private insurance
proceeds and the corresponding increase in capital investment resulting from
restoration activities is expected to counteract the negative impact of the
slowdown in production activity. It is expected that the island will receive
more than $3 billion from FEMA assistance and private insurance proceeds. This
infusion is expected to generate increased economic activity similar to what the
island experienced in the months after Hurricane Hugo and Hurricane Hortense in
1989 and 1996, respectively.
Governor Rossello's administration has developed and is implementing a
new economic development program which is based on the premise that the private
sector should provide the primary impetus for economic development and growth.
This new program, referred to as the New Economic Model, promotes changing the
role of the government from one of a provider of most basic services, to that of
a facilitator for private sector initiatives, and encourages private sector
investment by reducing government-imposed regulatory constraints.
The New Economic Model contemplates the development of initiatives that
will foster private investment in, and private management of, sectors that are
served more efficiently and effectively by private enterprise. The New Economic
Model also seeks to identify and promote those areas in which Puerto Rico can
compete more effectively in the global markets. In this regard, tourism has been
targeted as a priority because of its potential for job creation and increased
contribution to the gross product stemming from Puerto Rico's natural
competitive advantage. The New Economic Model also seeks to reduce the size of
government's direct contribution to gross domestic product. As part of this
goal, the Government has transferred certain governmental operations and sold a
number of its assets to private parties. One of the goals of the Rossello
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administration is to change Puerto Rico's public health care system from one in
which the government provides: (i) free health services to low income
individuals through public health facilities owned and administered by the
government to one in which all medical services are provided by the private
sector; and (ii) the government provides comprehensive health insurance coverage
for qualifying (generally low-income) Puerto Rico residents.
Computer applications could fail or create erroneous results at or during
the year 2000. The extent of the potential impact of the Year 2000 Problem is
not yet known, and if not timely corrected, it could affect the global economy.
The Commonwealth does not anticipate that the transition to the twenty first
century will have any material impact on its ability to continue providing
governmental services. Each department, agency and instrumentality of the
Commonwealth has implemented a program intended to assess and remedy the Year
2000 Problem in its respective unit. In addition, each such unit has been
directed to seek assurances from service providers that they are taking all
necessary steps to ensure that their computer systems will accurately reflect
the Year 2000 and to continue to monitor the situation. However, in the event
the Commonwealth or other such organizations are not Year 2000 compliant, the
Commonwealth may face material adverse consequences with respect to its revenues
and operations.
On January 22, 1996, the U.S. District Court in Puerto Rico consolidated
all cases against the Commonwealth related to the complaints filed in 1979 by
the inmates of the correctional facilities in Puerto Rico. The Court ruled a
permanent order requiring the Commonwealth to comply with the requirement of the
minimum fixed living space per inmate. In the opinion of management, based on
advice of their legal counsel, this order will limit the imposition of further
fines and the fines already paid together with the accrued liability the general
long-term debt account group, (which amount to approximately $200 million at
June 30, 1997) shall be sufficient to carry out the Court's requirement.
Moody's and S&P have given the Bonds ratings of Baa1 and A, respectively.
These ratings do not reflect the MBIA Bond Insurance Policy or the Ambac Bond
Insurance Policy. Moody's and Standard and Poor's have given the Insured Bonds
ratings of Aaa and AAA, respectively. Ratings reflect only the respective views
of the rating agencies and an explanation of the significance of each rating may
be obtained only from the respective rating agency. There is no assurance that
such
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ratings will remain in effect for any given period of time or that they
will not be revised downward or withdrawn entirely by either or both of such
rating agencies, if in the judgment of either or both, circumstances so warrant.
INVESTMENT PRACTICES AND INSTRUMENTS
COMMON TO MULTIPLE FUNDS
The Funds may engage in the following investment practices or invest in
the following instruments to the extent permitted in the Prospectus and
elsewhere in this SAI.
TEMPORARY DEFENSIVE MEASURES
In times of unusual or adverse market conditions - for temporary
defensive purposes - each fund, except for the Equity Index Fund, may invest
without limit in cash and cash equivalents.
Cash or cash equivalents which include, but are not limited to:
short-term obligations issued or guaranteed as to interest and principal by any
U.S. or foreign government or government agencies or instrumentality thereof
(including repurchase agreements collateralized by such securities); obligations
of banks (certificates of deposit, bankers' acceptances and time deposits) which
at the date of investment have capital, surplus, and undivided profits (as of
the date of their most recently published financial statements) in excess of
$100,000,000, and obligations of other banks or savings and loan associations if
such obligations are federally insured; commercial paper which at the date of
investment is rated A-1 by S&P or P-1 by Moody's or, if not rated, is issued or
guaranteed as to payment of principal and interest by companies which at the
date of investment have an outstanding debt issue rated AA or better by S&P or
Aa or better by Moody's; short-term corporate obligations which at the date of
investment are rated AA or better by S&P or Aa or better by Moody's; and other
debt instruments not specifically described if such instruments are deemed by
the Trustees to be of comparable high quality and liquidity.
REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS
The Funds may enter into repurchase agreements with member banks of the
Federal Reserve System or member firms of the National Association of Securities
Dealers, Inc. that meet the repurchase agreement creditworthiness guidelines
established by the Trustees. In addition, the Global High Yield Fund,
International Bond and International Equity Funds may enter into
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domestic or foreign repurchase agreements with certain sellers deemed to be
creditworthy pursuant to guidelines adopted by the Trustees.
A repurchase agreement, which provides a means for a Fund to earn income
on uninvested cash for periods as short as overnight, is an arrangement under
which the purchaser (i.e., the Fund) purchases a security, usually in the form
of a debt obligation (the "Obligation") and the seller agrees, at the time of
sale, to repurchase the Obligation at a specified time (usually not more than a
week in the case of the Equity Index Fund, California Tax Free Fund and New York
Tax Free Fund) and price. Repurchase agreements with foreign banks may be
available with respect to government securities of the particular foreign
jurisdiction. The custody of the Obligation will be maintained by a custodian
appointed by the Fund. The Fund attempts to assure that the value of the
purchased securities, including any accrued interest, will at all times exceed
the value of the repurchase agreement. The repurchase price may be higher than
the purchase price, the difference being income to the Fund, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to the
Fund together with the repurchase price upon repurchase. In either case, the
income to the Fund is unrelated to the interest rate on the Obligation subject
to the repurchase agreement.
The income on repurchase agreements may be subject to federal and state
income taxes when distributed by a Fund as a dividend to shareholders. Subject
to applicable limitations, the Tax Free Bond Fund and California and New York
Tax Free Funds will enter into repurchase agreements as a means of earning
income on their cash reserves when, in the judgment of the Sub-Adviser,
shareholders would benefit more from receiving taxable income thereon than from
earning no income or tax-free income at a lower rate on such reserves.
For purposes of the Investment Company Act of 1940, as amended (the "1940
Act"), a repurchase agreement has been deemed to be a loan from the Fund to the
seller of the Obligation. It is not clear whether a court would consider the
Obligation purchased by the Fund subject to a repurchase agreement as being
owned by the Fund or as being collateral for a loan by the Fund to the seller.
In the event of the commencement of bankruptcy or insolvency proceedings with
respect to the seller of the Obligation before repurchase of the Obligation
under a repurchase agreement, the Fund may encounter delays and incur costs
before being able to sell the security. Delays may involve loss of interest or
decline in price of the Obligation. If the
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court characterizes the transaction as a loan and the Fund has not perfected a
security interest in the Obligation, the Fund may be required to return the
Obligation to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, the Fund would be at risk of losing some or
all of the principal and income involved in the transaction. As with any
unsecured debt instrument purchased for the Funds, the Sub-Advisers seek to
minimize the risk of loss from repurchase agreements by analyzing the
creditworthiness of the obligor, in this case the seller of the Obligation.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the seller may fail to repurchase the security. However, if the market
value of the Obligation subject to the repurchase agreement becomes less than
the repurchase price (including accrued interest), the Fund will direct the
seller of the Obligation to deliver additional securities so that the market
value of all securities subject to the repurchase agreement equals or exceeds
the repurchase price.
The Strategic Income Fund, Strategic Value Fund, California Tax Free Fund
and New York Tax Free Fund, Blue Chip Growth Fund, Research Value Fund, Small
Cap Value Fund, Growth Opportunities Fund, Small Cap Growth Fund, Equity Income
Fund and Global High Yield Fund may enter into reverse repurchase agreements
with banks or broker-dealers, which involve the sale of a security by a Fund and
its agreement to repurchase the instrument at a specified time and price. Each
Fund will maintain a segregated account consisting of liquid assets to cover its
obligations under reverse repurchase agreements. Each of the California Tax Free
Fund and New York Tax Free Fund will limit its investments in reverse repurchase
agreements and other borrowing to no more than 10% of its total assets. The
Strategic Income Fund, Strategic Value Fund, Blue Chip Growth Fund, Research
Value Fund, Small Cap Value Fund, Growth Opportunities Fund, Small Cap Growth
Fund, Equity Income Fund and Global High Yield Fund will each limit its
investments in reverse repurchase agreements to no more than 5% of its total
assets. The use of reverse repurchase agreements by a Fund creates leverage
which increases a Fund's investment risk. If the income and gains on securities
purchased with the proceeds of reverse repurchase agreements exceed the cost of
the agreements, the Fund's earnings or net asset value will increase faster than
otherwise would be the case; conversely, if the income and gains fail to exceed
the costs, earnings or net asset value would decline faster than otherwise would
be the case.
The Directors have reviewed and approved certain sellers who they believe
to be creditworthy and have authorized the named
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Funds to enter into repurchase agreements with such sellers. If the other party
to a repurchase agreement were to become bankrupt, a Fund could experience
delays in recovering its investment or losses.
LENDING OF PORTFOLIO SECURITIES
In accordance with guidelines adopted by the Board of Trustees, each
Fund, except the Tax Free Bond Fund, MAP Equity Fund and the Money Market Fund,
may seek to increase its income by lending portfolio securities. Under present
regulatory policies, such loans may be made to institutions, such as
broker-dealers, and would be required to be secured continuously by collateral
in cash or U.S. government securities maintained on a current basis at an amount
at least equal to 100% of the current market value of the securities loaned. The
Fund would have the right to call a loan and obtain the securities loaned at any
time generally on less than five days' notice. For the duration of a loan, the
Fund would continue to receive the equivalent of the interest or dividends paid
by the issuer on the securities loaned and would also receive compensation from
the investment of the collateral. The Fund would not, however, have the right to
vote any securities having voting rights during the existence of the loan, but
the Fund would call the loan in anticipation of an important vote to be taken
among holders of the securities or of the giving or withholding of their consent
on a material matter affecting the investment. The Trust, on behalf of certain
of the Funds, has entered into an agency agreement with Merrill Lynch Portfolio
Services, Inc. which acts as the Funds' agent in making loans of portfolio
securities and short-term money market investments of the cash collateral
received, under the supervision and control of the Funds' Sub-Advisers.
As with other extensions of credit, there are risks of delay in recovery
of, or even loss of rights in, the collateral should the borrower of the
securities fail financially or breach its agreement with a Fund. However, the
loans would be made only to firms deemed by the Sub-Adviser to be creditworthy
and approved by the Board, and when, in the judgment of the Sub-Adviser, the
consideration which can be earned currently from securities loans of this type
justifies the attendant risk. If a Sub-Adviser determines to make securities
loans, it is intended that the value of securities loaned will not exceed 33% of
the value of the total assets of the lending Fund. Under the guidelines adopted
by the Board of Trustees, a Fund may not enter into a lending agreement with a
counterparty which would cause the Fund
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to have loans outstanding to that counterparty for securities having a value
greater than 5% of the Fund's total assets.
CASH EQUIVALENTS
Each of the Funds may invest in cash or cash equivalents, which include,
but are not limited to: short-term obligations issued or guaranteed as to
interest and principal by the U.S. Government or any agency or instrumentality
thereof(including repurchase agreements collateralized by such securities);
obligations of banks (certificates of deposit, bankers' acceptances and time
deposits) which at the date of investment have capital, surplus, and undivided
profits (as of the date of their most recently published financial statements)
in excess of $100,000,000, and obligations of other banks or savings and loan
associations if such obligations are federally insured; commercial paper (as
described in this SAI) short-term corporate obligations which at the date of
investment are rated AA or better by S&P or Aa or better by Moody's; and other
debt instruments not specifically described above if such instruments are
deemed by the Sub-Adviser to be of comparable high quality and liquidity. In
addition, the International Equity and International Bond Funds may hold
foreign cash and cash equivalents.
BANK OBLIGATIONS
Time deposits are nonnegotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by the Funds will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.
Certificates of deposit are certificates evidencing the obligation of a
bank to repay funds deposited with it for a specified period of time.
Bankers' acceptances are credit instruments evidencing the obligation of
a bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the full amount of the
instrument upon maturity.
Investments in the obligations of banks are deemed to be "cash
equivalents" if, at the date of investment, the banks have capital surplus and
individual profits (as of the date of their most recently published financials)
in excess of $100,000,000,
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or if, with respect to the obligations of other banks and savings and loan
associations, such obligations are federally insured. The Equity Index Fund will
not be subject to the above restriction to the extent it invests in bank
obligations of United States banks (including foreign branches) which have more
than $1 billion in total assets at the time of investment and are members of the
Federal Reserve System or are examined by the Comptroller of the Currency or
whose deposits are insured by the Federal Deposit Insurance Corporation. The
Equity Index Fund also may invest in certificates of deposit of savings and loan
associations (federally or state chartered and federally insured) having total
assets in excess of $1 billion.
COMMERCIAL PAPER
Each Fund may invest in commercial paper. Each Fund may invest in
commercial paper if rated at the time of investment Prime-1 by Moody's or A-1
by S&P, or, if not rated by Moody's or S&P, if the Fund's Sub-Adviser
determines that the commercial paper is of comparable quality. In addition,
each Fund may invest up to 5% of its total assets in commercial paper if rated
in the second highest rating category by a nationally recognized statistical
rating organization, such as S&P or Moody's, or, if unrated, if the Fund's
Sub-Adviser determines that the commercial paper is of comparable quality.
Commercial paper represents short-term unsecured promissory notes issued by
banks or bank holding companies, corporations and finance companies.
U.S. GOVERNMENT SECURITIES
Securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities include various U.S. Treasury securities, which differ only in
their interest rates, maturities and times of issuance. Treasury bills have
initial maturities of one year or less; Treasury notes have initial maturities
of one to 10 years; and Treasury bonds generally have initial maturities of
greater than ten years. Some obligations issued or guaranteed by U.S. government
agencies and instrumentalities, for example, Government National Mortgage
Association ("GNMA") pass-through certificates, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the Treasury; others, such as
those issued by the Federal National Mortgage Association ("FNMA"), by the
discretionary authority of the U.S. government to purchase certain obligations
of the agency or instrumentality; and others, such as those issued by the
Student Loan Marketing Association, only by the credit of the agency or
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instrumentality. While the U.S. government provides financial support to such
U.S. government-sponsored agencies or instrumentalities, no assurance can be
given that it will always do so, and it is not so obligated by law. See
"Mortgage-Related and Other Asset-Backed Securities."
DEBT SECURITIES
Debt securities may have fixed, variable or floating (including inverse
floating) rates of interest. To the extent that a Fund invests in debt
securities, it will be subject to certain risks. The value of the debt
securities held by a Fund, and thus the NAV of the shares of a Fund, generally
will fluctuate depending on a number of factors, including, among others,
changes in the perceived creditworthiness of the issuers of those securities,
movements in interest rates, the maturity of a Fund's investments, changes in
relative values of the currencies in which a Fund's investments are denominated
relative to the U.S. dollar, and the extent to which a Fund hedges its interest
rate, credit and currency exchange rate risks. Generally, a rise in interest
rates will reduce the value of fixed income securities held by a Fund, and a
decline in interest rates will increase the value of fixed income securities
held by a Fund.
CONVERTIBLE SECURITIES
The Capital Appreciation Fund, Convertible Fund, High Yield Corporate
Bond Fund, International Bond Fund, International Equity Fund, Strategic Income
Fund, Strategic Value Fund, Total Return Fund, Value Fund, Blue Chip Growth
Fund, Research Value Fund, Small Cap Value Fund, Growth Opportunities Fund,
Small Cap Growth Fund, Equity Income Fund, MAP Equity Fund and Global High Yield
Fund may invest in securities convertible into common stock or the cash value of
a single equity security or a basket or index of equity securities. Such
investments may be made, for example, if the Sub-Adviser believes that a
company's convertible securities are undervalued in the market. Convertible
securities eligible for inclusion in the Funds' portfolios include convertible
bonds, convertible preferred stocks, warrants or notes or other instruments that
may be exchanged for cash payable in an amount that is linked to the value of a
particular security, basket of securities, index or indices of securities or
currencies.
Convertible securities, until converted, have the same general
characteristics as other fixed income securities insofar as they generally
provide a stable stream of income with generally
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higher yields than those of equity securities of the same or similar issuers. By
permitting the holder to exchange his investment for common stock or the cash
value of a security or a basket or index of securities, convertible securities
may also enable the investor to benefit from increases in the market price of
the underlying securities. Therefore, convertible securities generally offer
lower interest or dividend yields than non-convertible securities of similar
quality.
As with all fixed income securities, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest rates decline. The unique feature of the convertible
security is that as the market price of the underlying common stock declines, a
convertible security tends to trade increasingly on a yield basis, and so may
not experience market value declines to the same extent as the underlying common
stock. When the market price of the underlying common stock increases, the price
of a convertible security increasingly reflects the value of the underlying
common stock and may rise accordingly. While no securities investment is without
some risk, investments in convertible securities generally entail less risk than
investments in the common stock of the same issuer.
Holders of fixed income securities (including convertible securities)
have a claim on the assets of the issuer prior to the holders of common stock in
case of liquidation. However, convertible securities are typically subordinated
to similar non-convertible securities of the same issuer.
Accordingly, convertible securities have unique investment
characteristics because (i) they have relatively high yields as compared to
common stocks, (ii) they have defensive characteristics since they provide a
fixed return even if the market price of the underlying common stock declines,
and (iii) they provide the potential for capital appreciation if the market
price of the underlying common stock increases.
A convertible security may be subject to redemption at the option of the
issuer at a price established in the charter provision or indenture pursuant to
which the convertible security is issued. If a convertible security held by a
Fund is called for redemption, the Fund will be required to surrender the
security for redemption, convert it into the underlying common stock or cash or
sell it to a third party.
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ARBITRAGE
Each Fund, except the California Tax Free Fund, Equity Index Fund,
International Bond Fund, International Equity Fund, MAP Equity Fund, New York
Tax Free Fund and Tax Free Bond Fund, may sell in one market a security which it
owns and simultaneously purchase the same security in another market, or it may
buy a security in one market and simultaneously sell it in another market, in
order to take advantage of differences between the prices of the security in the
different markets. The Funds do not actively engage in arbitrage. Such
transactions may be entered into only with respect to debt securities and will
occur only in a dealer's market where the buying and selling dealers involved
confirm their prices to the Fund at the time of the transaction, thus
eliminating any risk to the assets of a Fund. Such transactions, which involve
costs to a Fund, may be limited by the requirements imposed on each Fund to
qualify as a "regulated investment company" under the Code.
FOREIGN SECURITIES
Except for the California Tax Free Fund, Government Fund, New York Tax
Free Fund and Tax Free Bond Fund, each Fund may invest in U.S.
dollar-denominated and non-dollar-denominated foreign debt and equity securities
and in certificates of deposit issued by foreign banks and foreign branches of
U.S. banks. Under current SEC rules relating to the use of the amortized cost
method of portfolio securities valuation, the Money Market Fund is restricted to
purchasing U.S. dollar-denominated securities, but it is not otherwise precluded
from purchasing securities of foreign issuers.
Investors should carefully consider the appropriateness of foreign
investing in light of their financial objectives and goals. While foreign
markets may present unique investment opportunities, foreign investing involves
risks not associated with domestic investing. Securities denominated in foreign
currencies may gain or lose value as a result of fluctuating currency exchange
rates. Securities markets in other countries are not always as efficient as
those in the U.S. and are sometimes less liquid and more volatile. Other risks
involved in investing in the securities of foreign issuers include differences
in accounting, auditing and financial reporting standards; limited publicly
available information; the difficulty of assessing economic trends in foreign
countries; generally higher commission rates on foreign portfolio transactions;
the possibility of nationalization, expropriation or confiscatory taxation;
adverse changes in investment or
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exchange control regulations (which may include suspension of the ability to
transfer currency from a country); government interference, including government
ownership of companies in certain sectors, wage and price controls, or
imposition of trade barriers and other protectionist measures; difficulties in
invoking legal process abroad and enforcing contractual obligations; political,
social or economic instability which could affect U.S. investments in foreign
countries; and potential restrictions on the flow of international capital.
Additionally, foreign securities and dividends and interest payable on those
securities may be subject to foreign taxes, including foreign withholding taxes,
and other foreign taxes may apply with respect to securities transactions.
Additional costs associated with an investment in foreign securities may include
higher transaction, custody and foreign currency conversion costs. In the event
of litigation relating to a portfolio investment, the Funds may encounter
substantial difficulties in obtaining and enforcing judgments against non-U.S.
resident individuals and companies.
Investment in emerging market countries presents risks in greater degree
than, and in addition to, those presented by investment in foreign issuers in
general. Developing countries have economic structures that are less mature.
Furthermore, developing countries have less stable political systems and may
have high inflation, rapidly changing interest and currency exchange rates, and
their securities markets are substantially less developed. The economies of
developing countries generally are heavily dependent upon international trade,
and, accordingly, have been and may continue to be adversely affected by
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures in the countries with which they trade. These
economies also have been and may continue to be adversely affected by economic
conditions in the countries with which they trade.
ADRs (sponsored or unsponsored) are receipts typically issued by a U.S.
bank or trust company evidencing ownership of the underlying foreign securities.
Most ADRs are traded on a U.S. stock exchange. Issuers of unsponsored ADRs are
not contractually obligated to disclose material information in the U.S. and,
therefore, there may not be a correlation between such information and the
market value of the unsponsored ADR. European Depositary Receipts and
International Depositary Receipts are receipts typically issued by a European
bank or trust company evidencing ownership of the underlying foreign securities.
Global Depositary Receipts are receipts issued by
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either a U.S. or non-U.S. banking institution evidencing ownership of the
underlying foreign securities.
FOREIGN CURRENCY TRANSACTIONS
Many of the foreign securities in which the Funds invest will be
denominated in foreign currencies. Changes in foreign exchange rates will affect
the value of securities denominated or quoted in foreign currencies. Exchange
rate movements can be large and can endure for extended periods of time,
affecting either favorably or unfavorably the value of the Funds' assets.
However, each Fund, except the California Tax Free Fund, the Equity Index Fund,
the Government Fund, the Money Market Fund, the New York Tax Free Fund and the
Tax Free Bond Fund, may seek to increase its return by trading in foreign
currencies, to the extent it invests in foreign securities, enter into foreign
currency forward contracts in order to protect against uncertainty in the level
of future foreign currency exchange rates. Each of these Funds may enter into
contracts to purchase foreign currencies to protect against an anticipated rise
in the U.S. dollar price of securities it intends to purchase and may enter into
contracts to sell foreign currencies to protect against the decline in value of
its foreign currency-denominated portfolio securities due to a decline in the
value of the foreign currencies against the U.S. dollar. In addition, a Fund may
use one currency (or a basket of currencies) to hedge against adverse changes in
the value of another currency (or a basket of currencies) when exchange rates
between the two currencies are correlated.
Foreign currency transactions in which the Funds may engage include
foreign currency forward contracts, currency exchange transactions on a spot
(i.e., cash) basis, put and call options on foreign currencies and foreign
exchange futures contracts. A foreign currency forward exchange contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days (usually less than one year) from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference (the spread) between the price at which they are buying and
selling various currencies.
Normally, consideration of fair value exchange rates will be incorporated
in a longer term investment decision made with
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regard to overall diversification strategies. However, each Sub-Adviser believes
that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interest of a Fund will be served by
entering into such a contract. Set forth below are examples of some
circumstances in which a Fund might employ a foreign currency transaction. When
a Fund enters into, or anticipates entering into, a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of U.S. dollars, of the amount of
foreign currency involved in the underlying security transaction, a Fund will be
able to insulate itself from a possible loss resulting from a change in the
relationship between the U.S. dollar and the subject foreign currency during the
period between the date on which the security is purchased or sold and the date
on which payment is made or received, although a Fund would also forego any gain
it might have realized had rates moved in the opposite direction. This technique
is sometimes referred to as a "settlement" hedge or "transaction" hedge.
Another example is when the Sub-Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of a Fund's portfolio securities denominated in such foreign currency. Such a
hedge (sometimes referred to as a "position" hedge) will tend to offset both
positive and negative currency fluctuations, but will not offset changes in
security values caused by other factors. The Fund also may hedge the same
position by using another currency (or a basket of currencies) expected to
perform in a manner substantially similar to the hedged currency ("proxy"
hedge). The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible since the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. With respect to positions that
constitute "transaction" or "position" hedges (including "proxy" hedge), a Fund
will not enter into forward contracts to sell currency or maintain a net
exposure to such contracts if the consummation of such contracts would obligate
the Fund to deliver an amount of foreign currency in excess of the value of the
Fund's portfolio securities or other assets denominated in that currency (or the
related currency, in the case of a "proxy" hedge).
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A Fund may also enter into forward contracts to shift its investment
exposure from one currency into another currency that is expected to perform
inversely with respect to the hedged currency relative to the U.S. dollar. This
type of strategy, sometimes known as a "cross-currency" hedge, will tend to
reduce or eliminate exposure to the currency that is sold, and increase exposure
to the currency that is purchased, much as if the Fund had sold a security
denominated in one currency and purchased an equivalent security denominated in
another. "Cross-currency" hedges protect against losses resulting from a decline
in the hedged currency, but will cause the Fund to assume the risk of
fluctuations in the value of the currency it purchases.
A Fund may also purchase or sell currencies to profit from changing
exchange rates based upon the Sub-Adviser's assessment of likely exchange rate
movements. These transactions will not necessarily hedge existing or anticipated
holdings of foreign securities and may result in a loss if the Sub-Adviser's
currency assessment is incorrect.
At the consummation of the forward contract, a Fund may either make
delivery of the foreign currency or terminate its contractual obligation to
deliver the foreign currency by purchasing an offsetting contract obligating it
to purchase at the same maturity date the same amount of such foreign currency.
If a Fund chooses to make delivery of the foreign currency, it may be required
to obtain such currency for delivery through the sale of portfolio securities
denominated in such currency or through conversion of other assets of the Fund
into such currency. If a Fund engages in an offsetting transaction, the Fund
will realize a gain or a loss to the extent that there has been a change in
forward contract prices. Closing purchase transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. When a Fund has sold a foreign currency, a similar
process would be followed at the consummation of the forward contract.
Of course, a Fund is not required to enter into such transactions with
regard to its foreign currency-denominated securities and will not do so unless
deemed appropriate by the Sub-Adviser. A Fund generally will not enter into a
forward contract with a term of greater than one year.
In cases of transactions which constitute "transaction" or "settlement"
hedges or "position" hedges (including "proxy" hedges) or "cross-currency"
hedges that involve purchase and sale of two different foreign currencies
directly through the
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same foreign currency contract, a Fund may deem its forward currency hedge
position to be covered by underlying Fund portfolio securities or may establish
a Segregated Account with its custodian in an amount equal to the value of the
Fund's total assets committed to the consummation of the subject hedge. The
Segregated Account will consist of liquid assets. In the case of "anticipatory"
hedges and "cross-currency" hedges that involve the purchase and sale of two
different foreign currencies indirectly through separate forward currency
contracts, the Fund will establish a Segregated Account with its custodian as
described above. In the event a Fund establishes a Segregated Account, the Fund
will mark-to-market the value of the assets in the Segregated Account. If the
value of the liquid assets placed in the Segregated Account declines, additional
liquid assets will be placed in the account by the Fund on a daily basis so that
the value of the account will equal the amount of the Fund's commitments with
respect to such contracts.
It should be realized that the use forward contracts to protect the value
of a Fund's portfolio securities against a decline in the value of a currency
does not eliminate fluctuations in the underlying prices of the securities. It
simply establishes a rate of exchange which can be achieved at some future point
in time. It also reduces any potential gain which may have otherwise occurred
had the currency value increased above the settlement price of the contract.
The Sub-Advisers believe active currency management can be employed as an
overall portfolio risk management tool. For example, in their view, foreign
currency management can provide overall portfolio risk diversification when
combined with a portfolio of foreign securities, and the market risks of
investing in specific foreign markets can at times be reduced by currency
strategies which may not involve the currency in which the foreign security is
denominated.
The Funds cannot assure that their use of forward contracts will always
be successful. Successful use of forward contracts depends on the investment
manager's skill in analyzing and predicting relative currency values. Forward
contracts alter a Fund's exposure to currencies and could result in losses to
the Fund if currencies do not perform as the Sub-Adviser anticipates. A Fund may
also incur significant costs when converting assets from one currency to
another. Contracts to sell a foreign currency would limit any potential gain
which might be realized by a Fund if the value of the hedged currency increases.
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A Fund's foreign currency transactions may be limited by the requirements
of Subchapter M of the Code for qualification as a regulated investment company.
FOREIGN INDEX-LINKED INSTRUMENTS
As part of its investment program, and to maintain greater flexibility,
the International Bond Fund, International Equity Fund, Strategic Income Fund
and Global High Yield Fund may, subject to compliance with each Fund's
limitations applicable to its investment in debt securities, invest in
instruments which have the investment characteristics of particular securities,
securities indexes, futures contracts or currencies. Such instruments may take a
variety of forms, such as debt instruments with interest or principal payments
determined by reference to the value of a currency or commodity at a future
point in time. For example, a Fund may, subject to compliance with its
respective limitations applicable to its investment in debt securities, invest
in instruments issued by the U.S. or a foreign government or by private issuers
that return principal and/or pay interest to investors in amounts which are
linked to the level of a particular foreign index ("foreign index-linked
instruments"). Foreign index-linked instruments have the investment
characteristics of particular securities, securities indexes, futures contracts
or currencies. Such instruments may take a variety of forms, such as debt
instruments with interest or principal payments determined by reference to the
value of a currency or commodity at a future point in time.
A foreign index may be based upon the exchange rate of a particular
currency or currencies or the differential between two currencies, or the level
of interest rates in a particular country or countries, or the differential in
interest rates between particular countries. In the case of foreign index-
linked instruments linking the interest component to a foreign index, the amount
of interest payable will adjust periodically in response to changes in the level
of the foreign index during the term of the foreign index-linked instrument. The
risks of such investments would reflect the risks of investing in the index or
other instrument the performance of which determines the return for the
instrument. Tax considerations may limit the Funds' ability to invest in foreign
index-linked instruments.
BRADY BONDS
Each of the Convertible Fund, Global High Yield Fund, High Yield
Corporate Bond Fund, International Bond Fund, Strategic Income Fund, Strategic
Value Fund and Total Return Fund may
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invest a portion of its assets in Brady Bonds, which are securities created
through the exchange of existing commercial bank loans to sovereign entities for
new obligations in connection with debt restructurings. Brady bonds are not
considered U.S. government securities.
Brady Bonds may be collateralized or uncollateralized and are issued in
various currencies (primarily the U.S. dollar). U.S. dollar-denominated,
collateralized Brady Bonds, which may be fixed rate par bonds or floating rate
discount bonds, are generally collateralized in full as to principal by U.S.
Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest
payments on these Brady Bonds generally are collateralized on a one-year or
longer rolling-forward basis by cash or securities in an amount that, in the
case of fixed rate bonds, is equal to at least one year of interest payments or,
in the case of floating rate bonds, initially is equal to at least one year's
interest payments based on the applicable interest rate at that time and is
adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to
"value recovery payments" in certain circumstances, which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds
are often viewed as having three or four valuation components: (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized
interest payments; (iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk").
Brady Bonds involve various risk factors, including the history of
defaults with respect to commercial bank loans by public and private entities of
countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as
speculative. There can be no assurance that Brady Bonds in which the Fund may
invest will not be subject to restructuring arrangements or to requests for new
credit, which may cause the Fund to suffer a loss of interest or principal on
any of its holdings.
MUNICIPAL SECURITIES
Municipal securities generally are understood to include debt obligations
issued by, or on behalf of, states, territories and possessions of the United
States and their political subdivisions, agencies and instrumentalities and the
District of Columbia, to obtain funds for various public purposes, including
construction of a wide range of public facilities, refunding of outstanding
obligations, payment of general operating expenses and extensions of loans to
public institutions and facilities.
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The yields on municipal securities depend upon a variety of factors, including
general economic and monetary conditions, general money market conditions,
general conditions of the municipal securities market, the financial condition
of the issuer, the size of a particular offering, the maturity of the
obligations offered and the rating of the issue or issues. Municipal securities
also may be subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the Federal Bankruptcy
Code, and laws, if any, which may be enacted by Congress or state legislatures
extending the time for payment of principal or interest, or both, or imposing
other constraints upon enforcement of such obligations or upon the ability of
municipalities to levy taxes. There is also the possibility that, as a result of
litigation or other conditions, the power or ability of any one or more issuers
to pay, when due, the principal of, and interest on, its or their municipal
securities may be materially and adversely affected.
Tax Anticipation Notes are used to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes. They are usually general
obligations of the issuer, secured by the taxing power for the payment of
principal and interest.
Revenue Anticipation Notes are issued in expectation of receipt of other
kinds of revenue, such as federal revenues. They, also, are usually general
obligations of the issuer.
Bond Anticipation Notes are normally issued to provide interim financial
assistance until long-term financing can be arranged. The long-term bonds then
provide funds for the repayment of the notes.
Construction Loan Notes are sold to provide construction financing for
specific projects. After successful completion and acceptance, many projects
receive permanent financing through the FHA under the FNMA or GNMA.
Project Notes are instruments sold by the Department of Housing and Urban
Development ("HUD") but issued by a state or local housing agency to provide
financing for a variety of programs. They are backed by the full faith and
credit of the U.S. government, and generally carry a term of one year or less.
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Short-Term Discount Notes (tax-exempt commercial paper) are short-term
(365 days or less) promissory notes issued by municipalities to supplement their
cash flow.
Municipal Bonds, which meet longer-term capital needs and generally have
maturities of more than one year when issued, have two principal
classifications: general obligation bonds and revenue bonds. Issuers of general
obligation bonds include states, counties, cities, towns and regional districts.
The proceeds of these obligations are used to fund a wide range of public
projects, including construction or improvement of schools, highways and roads,
and water and sewer systems. The basic security behind general obligation bonds
is the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest. The taxes that can be levied for the payment
of debt service may be limited or unlimited as to the rate or amount of special
assessments.
A revenue bond is not secured by the full faith, credit and taxing power
of an issuer. Rather, the principal security for a revenue bond is generally the
net revenue derived from a particular facility, group of facilities or, in some
cases, the proceeds of a special excise or other specific revenue source.
Revenue bonds are issued to finance a wide variety of capital projects,
including: electric, gas, water, and sewer systems; highways, bridges, and
tunnels; port and airport facilities; colleges and universities; and hospitals.
Although the principal security behind these bonds may vary, many provide
additional security in the form of a debt service reserve fund which may be used
to make principal and interest payments on the issuer's obligations. Housing
finance authorities have a wide range of security and credit enhancement
guarantees available to them, including partially or fully insured mortgages,
rent subsidized and/or collateralized mortgages, and/or the net revenues from
housing or other public projects. Some authorities are provided further security
in the form of a state's assurance (although without obligation) to make up
deficiencies in the debt service reserve fund.
An entire issue of Municipal Securities may be purchased by one or a
small number of institutional investors such as the Funds. Thus, the issue may
not be said to be publicly offered. Unlike securities which must be registered
under the Securities Act of 1933 prior to offer and sale, unless an exemption
from such registration is available, Municipal Securities which are not publicly
offered may nevertheless be readily marketable. A secondary market may exist for
Municipal Securities which were not publicly offered initially.
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The Tax Free Bond Fund may invest more than 25% of its total assets in
Municipal Securities the issuers of which are located in the same state and may
invest more than 25% of its total assets in Municipal Securities the security of
which is derived from any one of the following categories: hospitals and health
facilities; turnpikes and toll roads; ports and airports; colleges and
universities; public housing authorities; general obligations of states and
localities; lease rental obligations of states and local authorities; state and
local housing finance authorities; municipal utilities systems; bonds that are
secured or backed by the Treasury or other U.S. government guaranteed
securities; or industrial development and pollution control bonds. There could
be economic, business or political developments which might affect all Municipal
Securities of a similar type. However, the Fund believes that the most important
consideration affecting risk is the quality of Municipal Securities.
The Tax Free Bond Fund and California and New York Tax Free Funds may
engage in short-term trading (selling securities held for brief periods of time,
usually less than three months) if the Sub-Adviser believes that such
transactions, net of costs including taxes, if any, would improve the overall
return on its portfolio. The needs of different classes of lenders and borrowers
and their changing preferences and circumstances have in the past caused market
dislocations unrelated to fundamental creditworthiness and trends in interest
rates which have presented market trading opportunities. There can be no
assurance that such dislocations will occur in the future or that the Fund will
be able to take advantage of them.
There are, in addition, a variety of hybrid and special types of
municipal obligations, such as municipal lease obligations, as well as numerous
differences in the security of Municipal Securities both within and between the
two principal classifications described above. Municipal lease obligations are
municipal securities that may be supported by a lease or an installment purchase
contract issued by state and local government authorities to acquire funds to
obtain the use of a wide variety of equipment and facilities such as fire and
sanitation vehicles, computer equipment and other capital assets. These
obligations, which may be secured or unsecured, are not general obligations and
have evolved to make it possible for state and local governments to obtain the
use of property and equipment without meeting constitutional and statutory
requirements for the issuance of debt. Thus, municipal lease obligations have
special risks not normally associated with Municipal Securities. These
obligations frequently contain
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"non-appropriation" clauses that provide that the governmental issuer of the
obligation has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the legislative body on a
yearly or other periodic basis. In addition to the "nonappropriation" risk, many
municipal lease obligations have not yet developed the depth of marketability
associated with Municipal Bonds; moreover, although the obligations may be
secured by the leased equipment, the disposition of the equipment in the event
of foreclosure might prove difficult. For the purpose of each Fund's investment
restrictions, the identification of the "issuer" of Municipal Securities which
are not General Obligation Bonds is made by the Sub-Adviser on the basis of the
characteristics of the Municipal Securities as described above, the most
significant of which is the source of funds for the payment of principal of and
interest on such Securities.
In order to limit certain of these risks, the California Tax Free Fund,
New York Tax Free Fund and Tax Free Bond Fund will not invest more than 10% (15%
in the case of the Strategic Income Fund) of its total assets in municipal lease
obligations that are illiquid (along with all other illiquid securities). The
liquidity of municipal lease obligations purchased by the Funds will be
determined pursuant to guidelines approved by the Board of Trustees. Factors
considered in making such determinations may include: the frequency of trades
and quotes for the obligation; the number of dealers willing to purchase or sell
the security and the number of other potential buyers; the willingness of
dealers to undertake to make a market in the security; the nature of marketplace
trades; the obligation's rating; and, if the security is unrated, the factors
generally considered by a rating agency.
There may be other types of municipal securities that become available
which are similar to the foregoing described municipal securities in which each
Fund may invest.
INCOME LEVEL AND CREDIT RISK. Municipal obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
enforcement of such obligations or upon municipalities to levy taxes. There is
also the possibility that as a result of litigation or other conditions, the
power or ability of any one or more issuers to pay, when due, principal or
interest on its
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or their municipal obligations may be materially affected. Although the Funds'
quality standards are designed to minimize the credit risk of investing in
Municipal Securities, that risk cannot be entirely eliminated.
TAX CONSIDERATIONS. With respect to the California Tax Free Fund, New
York Tax Free Fund and Tax Free Bond Fund, income derived by a Fund from
taxable investments, including but not limited to securities lending
transactions, repurchase transactions, options and futures transactions, and
investments in commercial paper, bankers' acceptances and certificates of
deposit will be taxable for federal, state and local income tax purposes when
distributed to shareholders. Income derived by a Fund from interest on direct
obligations of the U.S. government will be taxable for federal income tax
purposes when distributed to shareholders but, provided that the Fund meets the
requirements of state law and properly designates distributions to
shareholders, such distributions may be excludable from income for state
personal income tax purposes. A portion of original issue discount relating to
stripped Municipal Securities and their coupons may also be treated as taxable
income under certain circumstances.
The Tax Reform Act of 1986 ("TRA") limited the types and volume of
Municipal Securities qualifying for the federal income tax exemption for
interest, and the Code treats tax-exempt interest on certain Municipal
Securities as a tax preference item included in the alternative minimum tax base
for corporate and noncorporate shareholders. In addition, all tax-exempt
interest may result in or increase a corporation's liability under the corporate
alternative minimum tax, because a portion of the difference between corporate
"adjusted current earnings" and alternative minimum taxable income is treated as
a tax preference item. Further, an issuer's failure to comply with the detailed
and numerous requirements imposed by the Code after bonds have been issued may
cause the retroactive revocation of the tax-exempt status of certain Municipal
Securities after their issuance. The Funds intend to monitor developments in the
municipal bond market to determine whether any defensive action should be taken.
INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS
Industrial Development Bonds which pay tax-exempt interest are, in most
cases, revenue bonds and are issued by, or on behalf of, public authorities to
raise money to finance various privately operated facilities for business,
manufacturing, housing, sports, and pollution control. These bonds are also
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used to finance public facilities such as airports, mass transit systems, ports,
and parking. The payment of the principal and interest on such bonds is solely
dependent on the ability of the facility's user to meet its financial
obligations and the pledge, if any, of the real and personal property so
financed as security for such payments. These bonds are generally not secured by
the taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user.
Industrial Development and Pollution Control Bonds, although nominally
issued by municipal authorities, are generally not secured by the taxing power
of the municipality but are secured by the revenues of the authority derived
from payments by the industrial user. Industrial Development Bonds issued after
the effective date of the TRA, as well as certain other bonds, are now
classified as "private activity bonds." Some, but not all, private activity
bonds issued after that date qualify to pay tax-exempt interest.
VARIABLE RATE DEMAND NOTES ("VRDNS")
The California Tax Free Fund, New York Tax Free Fund and Tax Free Bond
Fund may invest in tax-exempt obligations which contain a floating or variable
interest rate adjustment formula and an unconditional right of demand to receive
payment of the unpaid principal balance plus accrued interest upon a short
notice period prior to specified dates, generally at 30, 60, 90, 180 or 365-day
intervals. The interest rates are adjustable at various intervals to the
prevailing market rate for similar investments, such adjustment formula being
calculated to maintain the market value of the VRDN at approximately the par
value of the VRDN on the adjustment date. The adjustments are typically based
upon the prime rate of a bank or some other appropriate interest rate adjustment
index.
The California Tax Free Fund, New York Tax Free Fund and Tax Free Bond
Fund may also invest in VRDNs in the form of participation interests
("Participating VRDNs") in variable rate tax-exempt obligations held by a
financial institution, typically a commercial bank ("Institution").
Participating VRDNs provide a Fund with a specified undivided interest (up to
100%) of the underlying obligation and the right to demand payment of the unpaid
principal balance plus accrued interest on the Participating VRDNs from the
Institution upon a specified number of days' notice, not to exceed seven days.
In addition, the Participating VRDN is backed up by an irrevocable letter of
credit or guaranty of the Institution. A Fund has an undivided
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interest in the underlying obligation and thus participates on the same basis as
the Institution in such obligation, except that the Institution typically
retains fees out of the interest paid or the obligation for servicing the
obligation, providing the letter of credit and issuing the repurchase
commitment.
FLOATING AND VARIABLE RATE SECURITIES
Floating and variable rate securities provide for a periodic adjustment
in the interest rate paid on the obligations. The terms of such obligations must
provide that interest rates are adjusted periodically based upon an interest
rate adjustment index as provided in the respective obligations. The adjustment
intervals may be regular, and range from daily up to annually, or may be based
on an event, such as a change in the prime rate.
The interest rate on a floating rate debt instrument ("floater") is a
variable rate which is tied to another interest rate, such as a money-market
index or Treasury bill rate. The interest rate on a floater resets periodically,
typically every six months. While, because of the interest rate reset feature,
floaters provide the Funds with a certain degree of protection against rises in
interest rates, the Funds will participate in any declines in interest rates as
well. To be an eligible investment for the Money Market Fund, there must be a
reasonable expectation that, at any time until the final maturity for the
floater or the period remaining until the principal amount can be recovered
through demand, the market value of a floater will approximate its amortized
cost.
The interest rate on a leveraged inverse floating rate debt instrument
("inverse floater") resets in the opposite direction from the market rate of
interest to which the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of
interest. The higher degree of leverage inherent in inverse floaters is
associated with greater volatility in their market values. Accordingly, the
duration of an inverse floater may exceed its stated final maturity. Certain
inverse floaters may be deemed to be illiquid securities for purposes of the
Funds' limitations on investments in such securities. The Money Market Fund may
not invest in inverse floaters.
ZERO COUPON BONDS
The Funds, except the Equity Index Fund and MAP Equity Fund, may purchase
zero coupon bonds, which are debt obligations
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issued without any requirement for the periodic payment of interest. Zero coupon
bonds are issued at a significant discount from face value. The discount
approximates the total amount of interest the bonds would accrue and compound
over the period until maturity at a rate of interest reflecting market rate at
the time of issuance. Cash to pay dividends representing unpaid, accrued
interest may be obtained from sales proceeds of portfolio securities and Fund
shares and from loan proceeds. Because interest on zero coupon obligations is
not paid to the Fund on a current basis but is, in effect, compounded, the value
of the securities of this type is subject to greater fluctuations in response to
changing interest rates than the value of debt obligations which distribute
income regularly. Zero coupon bonds tend to be subject to greater market risk
than interest paying securities of similar maturities. The discount represents
income, a portion of which the Funds must accrue and distribute every year even
though a Fund receives no payment on the investment in that year. Zero coupon
bonds tend to be more volatile than conventional debt securities.
STANDBY COMMITMENTS -- OBLIGATIONS WITH PUTS ATTACHED
The California Tax Free Fund, New York Tax Free Fund, Strategic Income
Fund and Tax Free Bond Fund may purchase municipal securities together with the
right to resell the securities to the seller at an agreed-upon price or yield
within a specified period prior to the maturity date of the securities. Although
it is not a put option in the usual sense, such a right to resell is commonly
known as a "put" and is also referred to as a "standby commitment." Each of
these Funds may pay for a standby commitment either separately, in cash, or in
the form of a higher price for the securities which are acquired subject to the
standby commitment, thus increasing the cost of securities and reducing the
yield otherwise available from the same security. The Sub-Adviser understands
that the Internal Revenue Service (the "IRS") has issued a revenue ruling to the
effect that, under specified circumstances, a registered investment company will
be the owner of tax-exempt municipal obligations acquired subject to a put
option. The IRS has also issued private letter rulings to certain taxpayers
(which do not serve as precedent for other taxpayers) to the effect that
tax-exempt interest received by a regulated investment company with respect to
such obligations will be tax-exempt in the hands of the company and may be
distributed to its shareholders as exempt-interest dividends. The IRS has
subsequently announced that it will not ordinarily issue advance ruling letters
as to the identity of the true owner of property in cases involving the sale of
securities or participation interests therein if the
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purchaser has the right to cause the security, or the participation interest
therein, to be purchased by either the seller or a third party. Each of these
Funds intends to take the position that it is the owner of any municipal
obligations acquired subject to a standby commitment and that tax-exempt
interest earned with respect to such municipal obligations will be tax-exempt in
its hands; however, no assurance can be given that this position would prevail
if challenged. In addition, there is no assurance that standby commitments will
be available to a Fund, nor has the California Tax Free Fund, New York Tax Free
Fund or Tax Free Bond Fund assumed that such commitments would continue to be
available under all market conditions.
A standby commitment may not be used to affect a Fund's valuation of the
municipal security underlying the commitment. Any consideration paid by a Fund
for the standby commitment, whether paid in cash or by paying a premium for the
underlying security, which increases the cost of the security and reduces the
yield otherwise available from the same security, will be accounted for by the
Fund as unrealized depreciation until the standby commitment is exercised or has
expired.
WHEN-ISSUED SECURITIES
Each Fund may from time to time purchase securities on a "when-issued"
basis. Debt securities, including municipal securities, are often issued in this
manner. The price of such securities, which may be expressed in yield terms, is
fixed at the time a commitment to purchase is made, but delivery of and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase (60 days for municipal
bonds and notes). During the period between purchase and settlement, no payment
is made by the Fund and no interest accrues to the Fund. To the extent that
assets of a Fund are held in cash pending the settlement of a purchase of
securities, that Fund would earn no income; however, it is the Trust's intention
that each Fund will be fully invested to the extent practicable and subject to
the policies stated herein. Although when-issued securities may be sold prior to
the settlement date, the Trust intends to purchase such securities with the
purpose of actually acquiring them unless a sale appears desirable for
investment reasons.
The transactions are entered into in order to secure what is considered
to be an advantageous price and yield to a Fund and not for purposes of
leveraging the Fund's assets. However, a Fund will not accrue any income on
these securities prior to delivery. The value of when-issued securities may vary
prior to
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and after delivery depending on market conditions and changes in interest rate
levels. There is a risk that a party with whom a Fund has entered into such
transactions will not perform its commitment, which could result in a gain or
loss to the Fund.
At the time the Trust makes the commitment on behalf of a Fund to
purchase a security on a when-issued basis, it will record the transaction and
reflect the amount due and the value of the security in determining the Fund's
net asset value. The market value of the when-issued security may be more or
less than the purchase price payable at the settlement date. The Funds do not
believe that a Fund's net asset value or income will be exposed to additional
risk by the purchase of securities on a when-issued basis. Each Fund will
establish a segregated account in which it will maintain liquid assets at least
equal in value to commitments for when-issued securities. Such segregated
securities either will mature or, if necessary, be sold on or before the
settlement date.
MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES
Each Fund may buy mortgage-related securities. Mortgage-related
securities are interests in pools of residential or commercial mortgage loans or
leases, including mortgage loans made by savings and loan institutions, mortgage
bankers, commercial banks and others. Pools of mortgage loans are assembled as
securities for sale to investors by various governmental, government-related and
private organizations (see "Mortgage Pass-Through Securities"). The Funds may
also invest in debt securities which are secured with collateral consisting of
mortgage-related securities (see "Collateralized Mortgage Obligations"), and in
other types of mortgage-related securities. Like other fixed-income securities,
when interest rates rise, the value of a mortgage-related security generally
will decline; however, when interest rates are declining, the value of a
mortgage-related security with prepayment features may not increase as much as
other fixed-income securities.
MORTGAGE PASS-THROUGH SECURITIES. Mortgage pass-through securities, which
are securities interests in pools of mortgage-related securities, differ from
other forms of debt securities, which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified call
dates. Instead, these securities provide a monthly payment which consists of
both interest and principal payments. In effect, these payments are a
"pass-through" of the monthly payments made by the individual borrowers on their
residential mortgage loans, net of any fees paid to the issuer or guarantor
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of such securities. Additional payments are caused by repayments of principal
resulting from the sale of the underlying residential property, refinancing or
foreclosure, net of fees or costs which may be incurred. Some mortgage-related
securities (such as securities issued by GNMA) are described as "modified
pass-through." These securities entitle the holder to receive all interest and
principal payments owed on the mortgage pool, net of certain fees, at the
scheduled payment dates regardless of whether or not the mortgagor actually
makes the payment. Some mortgage pass-through certificates may include
securities backed by adjustable-rate mortgages which bear interest at a rate
that will be adjusted periodically.
Early repayment of principal on mortgage pass-through securities (arising
from prepayments of principal due to sale of the underlying property,
refinancing, or foreclosure, net of fees and costs which may be incurred) may
expose a Fund to a lower rate of return upon reinvestment of principal. Also, if
a security subject to prepayment has been purchased at a premium, in the event
of prepayment, the value of the premium would be lost.
Payment of principal and interest on some mortgage pass-through
securities (but not the market value of the securities themselves) may be
guaranteed by the full faith and credit of the U.S. government (in the case of
securities guaranteed by GNMA); or guaranteed by agencies or instrumentalities
of the U.S. government (in the case of securities guaranteed by FNMA or FHLMC,
which are supported only by the discretionary authority of the U.S. government
to purchase the agency's obligations).
The principal governmental guarantor of mortgage-related securities is
the GNMA. GNMA is a wholly owned U.S. government corporation within the U.S.
Department of Housing and Urban Development. GNMA is authorized to guarantee,
with the full faith and credit of the U.S. government, the timely payment of
principal and interest on securities issued by institutions approved by GNMA
(such as savings and loan institutions, commercial banks and mortgage bankers)
and backed by pools of Federal Housing Administration ("FHA")-insured or
Veterans Administration-guaranteed mortgages.
Government-related guarantors (i.e., not backed by the full faith and
credit of the U.S. government) include the FNMA and the FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development
and acts as a government instrumentality under authority granted by
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Congress. FNMA purchases conventional (i.e., not insured or guaranteed by any
government agency) residential mortgages from a list of approved
seller/servicers which include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks and credit unions and
mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to
timely payment of principal and interest by FNMA but are not backed by the full
faith and credit of the U.S. government. FNMA is authorized to borrow from the
U.S. Treasury to meet its obligations.
FHLMC was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. It is a
government-sponsored corporation and acts as a government instrumentality under
authority granted by Congress. FHLMC was formerly owned by the twelve Federal
Home Loan Banks and is now owned entirely by private stockholders. FHLMC issues
Participation Certificates ("PCS") which represent interests in conventional
mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment
of interest and collection of principal, but PCS are not backed by the full
faith and credit of the U.S. government.
If either fixed or variable rate pass-through securities issued by the
U.S. government or its agencies or instrumentalities are developed in the
future, the Funds reserve the right to invest in them.
Commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers also
create pass-through pools of conventional residential mortgage loans. Such
issuers may, in addition, be the originators and/or servicers of the underlying
mortgage loans as well as the guarantors of the mortgage-related securities.
Pools created by such non-governmental issuers generally offer a higher rate of
interest than government and government-related pools because there are no
direct or indirect government or agency guarantees of payments in the former
pools. However, timely payment of interest and principal of these pools may be
supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit. The insurance and
guarantees are issued by governmental entities, private insurers and the
mortgage poolers. Such insurance and guarantees and the creditworthiness of the
issuers thereof will be considered in determining whether a mortgage-related
security meets a Fund's investment quality standards. There can be no assurance
that the private insurers or guarantors can meet their obligations under the
insurance
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policies or guarantee arrangements. A Fund may buy mortgage-related
securities without insurance or guarantees if, through an examination of the
loan experience and practices of the originator/servicers and poolers, the
Fund's Sub-Adviser determines that the securities meet the Fund's quality
standards.
PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES. The mortgage-related
securities in which the Funds may invest may be: (I) privately issued securities
which are collateralized by pools of mortgages in which each mortgage is
guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government; (ii) privately issued securities which
are collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and such guarantee is collateralized by
U.S. government securities; and (iii) other privately issued securities in which
the proceeds of the issuance are invested in mortgage-backed securities and
payment of the principal and interest is supported by the credit of an agency or
instrumentality of the U.S. government.
The MAP Equity Fund, California Tax Free Fund, New York Tax Free Fund and
Equity Index Fund, however, may not invest in non-government mortgage
pass-through securities. Although the market for such securities is becoming
increasingly liquid, securities issued by certain private organizations may not
be readily marketable. No Fund will purchase mortgage-related securities or any
other assets which, in the opinion of the Fund's Sub-Adviser, are illiquid if,
as a result, more than 10% of the value of the Fund's total assets will be
illiquid (15% in the case of the Blue Chip Growth, Equity Income, Global High
Yield, Growth Opportunities, International Equity, International Bond, MAP
Equity, Research Value, Small Cap Growth, Small Cap Value, Strategic Income and
Strategic Value Funds).
COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal is paid, in most cases, semiannually. CMOs may be
collateralized by whole mortgage loans, but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or
FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different
stated maturity. Actual maturity and average life will depend upon the
prepayment experience of the collateral. CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according to
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how quickly the loans are repaid. Monthly payment of principal received from the
pool of underlying mortgages, including prepayments, is first returned to
investors holding the shortest maturity class. Investors holding the longer
maturity classes receive principal only after the first class has been retired.
An investor is partially guarded against a sooner than desired return of
principal because of the sequential payments.
In a typical CMO transaction, a corporation ("issuer") issues multiple
series (e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering
are used to purchase mortgages or mortgage pass-through certificates
("Collateral"). The Collateral is pledged to a third-party trustee as security
for the Bonds. Principal and interest payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds
all bear current interest. Interest on the Series Z Bond is accrued and added to
principal and a like amount is paid as principal on the Series A, B or C Bond
currently being paid off. When the Series A, B and C Bonds are paid in full,
interest and principal on the Series Z Bond begins to be paid currently. With
some CMOs, the issuer serves as a conduit to allow loan originators (primarily
builders or savings and loan associations) to borrow against their loan
portfolios.
The eligible Funds will not invest in any privately issued CMOs that do
not meet the requirements of Rule 3a-7 under the 1940 Act if, as a result of
such investment, more than 5% of a Fund's net assets would be invested in any
one such CMO, more than 10% of the Fund's net assets would be invested in such
CMOs and other investment company securities in the aggregate, or the Fund would
hold more than 3% of any outstanding issue of such CMOs.
FHLMC COLLATERALIZED MORTGAGE OBLIGATIONS. FHLMC CMOs are debt
obligations of FHLMC issued in multiple classes having different maturity dates
which are secured by the pledge of a pool of conventional mortgage loans
purchased by FHLMC. Unlike FHLMC PCS, payments of principal and interest on the
CMOs are made semiannually, as opposed to monthly. The amount of principal
payable on each semiannual payment date is determined in accordance with FHLMC's
mandatory sinking fund schedule, which, in turn, is equal to approximately 100%
of FHA prepayment experience applied to the mortgage collateral pool. All
sinking fund payments in the CMOs are allocated to the retirement of the
individual classes of bonds in the order of their stated maturities. Payment of
principal on the mortgage loans in the collateral pool in excess of the amount
of FHLMC's minimum sinking fund obligation for any payment date are paid to the
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holders of the CMOs as additional sinking fund payments. Because of the
"pass-through" nature of all principal payments received on the collateral pool
in excess of FHLMC's minimum sinking fund requirement, the rate at which
principal of the CMOs is actually repaid is likely to be such that each class of
bonds will be retired in advance of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage loans
during any semiannual payment period is not sufficient to meet FHLMC's minimum
sinking fund obligation on the next sinking fund payment date, FHLMC agrees to
make up the deficiency from its general funds.
Criteria for the mortgage loans in the pool backing the CMOs are
identical to those of FHLMC PCS. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.
OTHER MORTGAGE-RELATED SECURITIES. Other mortgage-related securities
include securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals or stripped mortgage-backed
securities, and may be structured in classes with rights to receive varying
proportions of principal and interest. Other mortgage-related securities may be
equity or debt securities issued by agencies or instrumentalities of the U.S.
government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks, partnerships, trusts and special purpose
entities of the foregoing.
The Funds' Sub-Advisers expect that governmental, government-related or
private entities may create mortgage loan pools and other mortgage-related
securities offering mortgage pass-through and mortgage-collateralized
investments in addition to those described above. The mortgages underlying these
securities may include alternative mortgage instruments, that is, mortgage
instruments whose principal or interest payments may vary or whose terms to
maturity may differ from customary long-term fixed rate mortgages. As new types
of mortgage-related securities are developed and offered to investors, a Fund's
Sub-Adviser will, consistent with the Fund's investment objectives, policies and
quality standards, consider making investments in such new types of
mortgage-related securities.
CMO RESIDUALS. CMO residuals are derivative mortgage securities issued by
agencies or instrumentalities of the U.S.
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government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks and special purpose entities of the
foregoing.
The cash flow generated by the mortgage assets underlying a series of
CMOs is applied first to make required payments of principal and interest on the
CMOs and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess
cash flow to a holder of the related CMO residual represents income and/or a
return of capital. The amount of residual cash flow resulting from a CMO will
depend on, among other things, the characteristics of the mortgage assets, the
coupon rate of each class of CMO, prevailing interest rates, the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular, the yield to maturity on CMO residuals is extremely sensitive to
prepayments on the related underlying mortgage assets, in the same manner as an
interest-only ("IO") class of stripped mortgage-backed securities. See "Stripped
Mortgage-Backed Securities." In addition, if a series of a CMO includes a class
that bears interest at an adjustable rate, the yield to maturity on the related
CMO residual will also be extremely sensitive to changes in the level of the
index upon which interest rate adjustments are based. As described below with
respect to stripped mortgage-backed securities, in certain circumstances, a
portfolio may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers. The CMO
residual market has only very recently developed and CMO residuals currently may
not have the liquidity of other more established securities trading in other
markets. Transactions in CMO residuals are generally completed only after
careful review of the characteristics of the securities in question. In
addition, CMO residuals may or, pursuant to an exemption therefrom, may not have
been registered under the Securities Act of 1933, as amended. CMO residuals,
whether or not registered under such Act, may be subject to certain restrictions
on transferability, and may be deemed "illiquid" and subject to a Fund's
limitations on investment in illiquid securities.
Under certain circumstances, a Fund's investment in residual interests in
"real estate mortgage investment conduits"
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("REMICs") may cause shareholders of that Fund to be deemed to have taxable
income in addition to their Fund dividends and distributions and such income may
not be eligible to be reduced for tax purposes by certain deductible amounts,
including net operating loss deductions. In addition, in some cases, the Fund
may be required to pay taxes on certain amounts deemed to be earned from a REMIC
residual. Prospective investors may wish to consult their tax advisors regarding
REMIC residual investments by a Fund.
CMOs and REMICs may offer a higher yield than U.S. government securities,
but they may also be subject to greater price fluctuation and credit risk. In
addition, CMOs and REMICs typically will be issued in a variety of classes or
series, which have different maturities and are retired in sequence. Privately
issued CMOs and REMICs are not government securities nor are they supported in
any way by any governmental agency or instrumentality. In the event of a default
by an issuer of a CMO or a REMIC, there is no assurance that the collateral
securing such CMO or REMIC will be sufficient to pay principal and interest. It
is possible that there will be limited opportunities for trading CMOs and REMICs
in the over-the-counter market, the depth and liquidity of which will vary from
time to time. Holders of "residual" interests in REMICs (including the Fund)
could be required to recognize potential phantom income, as could shareholders
(including unrelated business taxable income for tax-exempt shareholders) of
funds that hold such interests. The Fund will consider this rule in determining
whether to invest in residual interests.
STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
("SMBS") are derivative multi-class mortgage securities. SMBS may be issued by
agencies or instrumentalities of the U.S. government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose entities
of the foregoing.
SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the interest
and most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the IO class), while
the other class will receive all of the principal (the principal-only or "PO"
class). The yield to maturity on an IO class is extremely sensitive to
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the rate of principal payments (including prepayments) on the related underlying
mortgage assets, and a rapid rate of principal payments may have a material
adverse effect on a Fund's yield to maturity from these securities. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, a Fund may fail to fully recoup its initial investment in these
securities even if the security is in one of the highest rating categories.
Although SMBS are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers, these securities
were only recently developed. As a result, established trading markets have not
yet developed and, accordingly, these securities may be deemed "illiquid" and
subject to a Fund's limitations on investment in illiquid securities.
RISKS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. As is the case with
other fixed-income securities, when interest rates rise, the value of a
mortgage-related security generally will decline; however, when interest rates
are declining, the value of mortgage-related securities with prepayment features
may not increase as much as other fixed income securities. The value of some
mortgage-backed securities in which the Funds may invest may be particularly
sensitive to changes in prevailing interest rates, and, like the other
investments of the Funds, the ability of a Fund to successfully utilize these
instruments may depend in part upon the ability of a Sub-Adviser to forecast
interest rates and other economic factors correctly. If a Sub-Adviser
incorrectly forecasts such factors and has taken a position in mortgage-backed
securities that is or becomes contrary to prevailing market trends, the Funds
could be exposed to the risk of a loss.
Investment in mortgage-backed securities poses several risks, including
prepayment, market, and credit risk. Prepayment risk reflects the chance that
borrowers may prepay their mortgages faster than expected, thereby affecting the
investment's average life and perhaps its yield. Whether or not a mortgage loan
is prepaid is almost entirely controlled by the borrower. Borrowers are most
likely to exercise their prepayment options at a time when it is least
advantageous to investors, generally prepaying mortgages as interest rates fall,
and slowing payments as interest rates rise. Besides the effect of prevailing
interest rates, the rate of prepayment and refinancing of mortgages may also be
affected by home value appreciation, ease of the refinancing process and local
economic conditions.
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Market risk reflects the chance that the price of the security may
fluctuate over time. The price of mortgage-backed securities may be particularly
sensitive to prevailing interest rates, the length of time the security is
expected to be outstanding, and the liquidity of the issue. In a period of
unstable interest rates, there may be decreased demand for certain types of
mortgage-backed securities, and a Fund invested in such securities and wishing
to sell them may find it difficult to find a buyer, which may in turn decrease
the price at which they may be sold.
Credit risk reflects the chance that a Fund may not receive all or part
of its principal because the issuer or credit enhancer has defaulted on its
obligations. Obligations issued by U.S. government-related entities are
guaranteed as to the payment of principal and interest, but are not backed by
the full faith and credit of the U.S. government. The performance of private
label mortgage-backed securities, issued by private institutions, is based on
the financial health of those institutions.
OTHER ASSET-BACKED SECURITIES. The Funds' Sub-Advisers expect that other
asset-backed securities (unrelated to mortgage loans) will be offered to
investors in the future. Several types of asset-backed securities have already
been offered to investors, including Certificates for Automobile Receivables(SM)
("CARS(SM)"). CARS(SM) represent undivided fractional interests in a trust
("trust") whose assets consist of a pool of motor vehicle retail installment
sales contracts and security interests in the vehicles securing the contracts.
Payments of principal and interest on CARS(SM) are passed-through monthly to
certificate holders, and are guaranteed up to certain amounts and for a certain
time period by a letter of credit issued by a financial institution unaffiliated
with the trustee or originator of the trust. An investor's return on CARS(SM)
may be affected by early prepayment of principal on the underlying vehicle sales
contracts. If the letter of credit is exhausted, the trust may be prevented from
realizing the full amount due on a sales contract because of state law
requirements and restrictions relating to foreclosure sales of vehicles and the
obtaining of deficiency judgments following such sales or because of
depreciation, damage or loss of a vehicle, the application of Federal and state
bankruptcy and insolvency laws, or other factors. As a result, certificate
holders may experience delays in payments or losses if the letter of credit is
exhausted.
If consistent with a Fund's investment objective and policies, and, in
the case of the Money Market Fund, the requirements of
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Rule 2a-7, a Fund also may invest in other types of asset-backed securities.
Certain asset-backed securities may present the same types of risks that may be
associated with mortgage-backed securities.
WARRANTS
The holder of a warrant has the right to purchase a given number of
shares of a particular issuer at a specified price until expiration of the
warrant. Such investments can provide a greater potential for profit or loss
than an equivalent investment in the underlying security. Prices of warrants do
not necessarily move in tandem with the prices of the underlying securities, and
are speculative investments. Warrants pay no dividends and confer no rights
other than a purchase option. If a warrant is not exercised by the date of its
expiration, the Fund will lose its entire investment in such warrant.
SHORT SALES AGAINST THE BOX
A short sale is a transaction in which a Fund sells through a broker a
security it does not own in anticipation of a possible decline in market price.
A short sale "against the box" is a short sale in which, at the time of the
short sale, a Fund owns or has the right to obtain securities equivalent in kind
and amount. Each of the Funds will only enter into short sales against the box.
A Fund may enter into a short sale against the box among other reasons, to hedge
against a possible market decline in the value of the security owned by the
Fund. If the value of a security sold short against the box increases, the Fund
would suffer a loss when it purchases or delivers to the selling broker the
security sold short. The proceeds of the short sale are retained by the broker
pursuant to applicable margin rules. In addition, the Fund may segregate assets,
equal in value to 50% of the value of the short sale, in a special account with
the Fund's custodian. The segregated assets are pledged to the broker pursuant
to applicable margin rules. If a broker with which the Fund has open short
sales, were to become bankrupt, a Fund could experience losses or delays in
recovering gains on short sales. The Funds will only enter into short sales
against the box with brokers the Sub-Advisers believe are creditworthy. Short
sales against the box will be limited to no more than 25% of a Fund's total
assets. The MAP Equity Fund may not enter into short sales against the box.
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OPTIONS ON SECURITIES
WRITING CALL OPTIONS. Each Fund, except the MAP Equity Fund and the Money
Market Fund, may sell ("write") covered call options on its portfolio securities
in an attempt to enhance investment performance. A call option sold by a Fund is
a short-term contract, having a duration of nine months or less, which gives the
purchaser of the option the right to buy, and imposes on the writer of the
option--in return for a premium received--the obligation to sell, the underlying
security at the exercise price upon the exercise of the option at any time prior
to the expiration date, regardless of the market price of the security during
the option period. A call option may be covered by, among other things, the
writer's owning the underlying security throughout the option period, or by
holding, on a share-for-share basis, a call on the same security as the call
written, where the exercise price of the call held is equal to or less than the
price of the call written, or greater than the exercise price of a call written
if the difference is maintained by the Fund in liquid assets in a segregated
account with its custodian.
A Fund will write covered call options both to reduce the risks
associated with certain of its investments and to increase total investment
return through the receipt of premiums. In return for the premium income, the
Fund will give up the opportunity to profit from an increase in the market price
of the underlying security above the exercise price so long as its obligations
under the contract continue, except insofar as the premium represents a profit.
Moreover, in writing the call option, the Fund will retain the risk of loss
should the price of the security decline, which loss the premium is intended to
offset in whole or in part. A Fund, in writing "American Style" call options,
must assume that the call may be exercised at any time prior to the expiration
of its obligations as a writer, and that in such circumstances the net proceeds
realized from the sale of the underlying securities pursuant to the call may be
substantially below the prevailing market price. In contrast, "European Style"
options may only be exercised on the expiration date of the option. Covered call
options and the securities underlying such options will be listed on national
securities exchanges, except for certain transactions in options on debt
securities and foreign securities.
During the option period, the covered call writer has, in return for the
premium received on the option, given up the opportunity to profit from a price
increase in the underlying securities above the exercise price, but, as long as
its
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obligation as a writer continues, has retained the risk of loss should the price
of the underlying security decline.
A Fund may protect itself from further losses due to a decline in value
of the underlying security or from the loss of ability to profit from
appreciation by buying an identical option, in which case the purchase cost may
offset the premium. In order to do this, the Fund makes a "closing purchase
transaction"--the purchase of a call option on the same security with the same
exercise price and expiration date as the covered call option which it has
previously written on any particular security. The Fund will realize a gain or
loss from a closing purchase transaction if the amount paid to purchase a call
option in a closing transaction is less or more than the amount received from
the sale of the covered call option. Also, because increases in the market price
of a call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the closing out of a call option is
likely to be offset in whole or in part by unrealized appreciation of the
underlying security owned by the Fund. When a security is to be sold from the
Fund's portfolio, the Fund will first effect a closing purchase transaction so
as to close out any existing covered call option on that security or otherwise
cover the existing call option.
A closing purchase transaction may be made only on a national or foreign
securities exchange (an "Exchange") which provides a secondary market for an
option with the same exercise price and expiration date, except as discussed
below. There is no assurance that a liquid secondary market on an Exchange or
otherwise will exist for any particular option, or at any particular time, and
for some options no secondary market on an Exchange or otherwise may exist. If a
Fund is unable to effect a closing purchase transaction involving an
exchange-traded option, the Fund will not sell the underlying security until the
option expires, or the Fund otherwise covers the existing option portion or the
Fund delivers the underlying security upon exercise. Once an option writer has
received an exercise notice, it cannot effect a closing purchase transaction in
order to terminate its obligation under the option and must deliver or purchase
the underlying securities at the exercise price. Over-the-counter options differ
from exchange-traded options in that they are two-party contracts with price and
other terms negotiated between buyer and seller, and generally do not have as
much market liquidity as exchange-traded options. Therefore, a closing purchase
transaction for an over-the-counter option may in many cases only be made with
the other party to the option.
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Each Fund pays brokerage commissions and dealer spreads in connection
with writing covered call options and effecting closing purchase transactions,
as well as for purchases and sales of underlying securities. The writing of
covered call options could result in significant increases in a Fund's portfolio
turnover rate, especially during periods when market prices of the underlying
securities appreciate. Subject to the limitation that all call and put option
writing transactions be covered, the Funds may, to the extent determined
appropriate by the Sub-Adviser, engage without limitation in the writing of
options on U.S. government securities. Subject to the limitation that all call
and put option writing transactions be covered, and limitations imposed on
regulated investment companies under Federal tax law, the International Bond
Fund, International Equity Fund and Global High Yield Fund may, to the extent
determined appropriate by the Sub-Adviser, engage without limitation in the
writing of options on their portfolio securities.
WRITING PUT OPTIONS. Each Fund, except the Money Market Fund and the MAP
Equity Fund, may also write covered put options. A put option is a short-term
contract which gives the purchaser of the put option, in return for a premium,
the right to sell the underlying security to the seller of the option at a
specified price during the term of the option. Put options written by a Fund are
agreements by a Fund, for a premium received by the Fund, to purchase specified
securities at a specified price if the option is exercised during the option
period. A put option written by a Fund is "covered" if the Fund maintains liquid
assets with a value equal to the exercise price in a segregated account with its
custodian. A put option is also "covered" if the Fund holds on a share-for-share
basis a put on the same security as the put written, where the exercise price of
the put held is equal to or greater than the exercise price of the put written,
or less than the exercise price of the put written if the difference is
maintained by the Fund in liquid assets in a segregated account with its
custodian.
The premium which the Funds receive from writing a put option will
reflect, among other things, the current market price of the underlying
security, the relationship of the exercise price to such market price, the
historical price volatility of the underlying security, the option period,
supply and demand and interest rates.
A covered put writer assumes the risk that the market price for the
underlying security will fall below the exercise price, in which case the writer
could be required to purchase the
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security at a higher price than the then-current market price of the security.
In both cases, the writer has no control over the time when it may be required
to fulfill its obligation as a writer of the option.
The Funds may effect a closing purchase transaction to realize a profit
on an outstanding put option or to prevent an outstanding put option from being
exercised.
If a Fund is able to enter into a closing purchase transaction, the Fund
will realize a profit or loss from such transaction if the cost of such
transaction is less or more than the premium received from the writing of the
option respectively. After writing a put option, the Fund may incur a loss equal
to the difference between the exercise price of the option and the sum of the
market value of the underlying security plus the premium received from the sale
of the option.
In addition, the Funds may also write straddles (combinations of covered
puts and calls on the same underlying security). The extent to which the Funds
may write covered put and call options and enter into so-called "straddle"
transactions involving put or call options may be limited by the requirements of
the Code for qualification as a regulated investment company and the Trust's
intention that each Fund qualify as such. Subject to the limitation that all
call and put option writing transactions be covered, the Funds may, to the
extent determined appropriate by the Sub-Advisers, engage without limitation in
the writing of options on U.S. government securities.
PURCHASING OPTIONS. Each Fund, except Money Market Fund and the Tax Free
Bond Fund, may purchase put or call options which are traded on an Exchange or
in the over-the-counter market. Options traded in the over-the-counter market
may not be as actively traded as those listed on an Exchange. Accordingly, it
may be more difficult to value such options and to be assured that they can be
closed out at any time. The Funds will engage in such transactions only with
firms the Sub-Advisers deem to be of sufficient creditworthiness so as to
minimize these risks.
The Funds may purchase put options on securities to protect their
holdings in an underlying or related security against a substantial decline in
market value. Securities are considered related if their price movements
generally correlate with one another. The purchase of put options on securities
held in the portfolio or related to such securities will enable a Fund to
preserve, at least partially, unrealized gains occurring prior to the purchase
of the option on a portfolio security without
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actually selling the security. In addition, the Fund will continue to receive
interest or dividend income on the security. The put options purchased by the
Fund may include, but are not limited to, "protective puts" in which the
security to be sold is identical or substantially identical to a security
already held by the Fund or to a security which the Fund has the right to
purchase. The Fund would ordinarily recognize a gain if the value of the
securities decreased during the option period below the exercise price
sufficiently to cover the premium. The Fund would recognize a loss if the value
of the securities remained above the difference between the exercise price and
the premium.
The Funds may also purchase call options on securities the Funds intend
to purchase to protect against substantial increases in prices of such
securities pending their ability to invest in an orderly manner in such
securities. The purchase of a call option would entitle the Fund, in exchange
for the premium paid, to purchase a security at a specified price upon exercise
of the option during the option period. The Fund would ordinarily realize a gain
if the value of the securities increased during the option period above the
exercise price sufficiently to cover the premium. The Fund would have a loss if
the value of the securities remained below the sum of the premium and the
exercise price during the option period. In order to terminate an option
position, the Funds may sell put or call options identical to those previously
purchased, which could result in a net gain or loss depending on whether the
amount received on the sale is more or less than the premium and other
transaction costs paid on the put or call option when it was purchased.
MARRIED PUTS. Each Fund, except the Equity Index Fund, MAP Equity Fund,
Money Market Fund and Tax Free Bond Fund, may engage in a strategy known as
"married puts." This strategy is most typically used when the Fund owns a
particular common stock or security convertible into common stock and wishes to
effect a short sale against the box (see "Short Sales Against the Box") but for
various reasons is unable to do so. The Fund may then enter into a series of
stock and related option transactions to achieve the economic equivalent of a
short sale against the box. To implement this trading strategy, the Fund will
simultaneously execute with the same broker a purchase of shares of the common
stock and an "in the money" over-the-counter put option to sell the common stock
to the broker and generally will write an over-the-counter "out of the money"
call option in the same stock with the same exercise price as the put option.
The options are linked and may not be exercised, transferred or terminated
independently of the other.
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Holding the put option places the Fund in a position to profit on the
decline in price of the security just as it would by effecting a short sale and
to, thereby, hedge against possible losses in the value of a security or
convertible security held by the Fund. The writer of the put option may require
that the Fund write a call option, which would enable the broker to profit in
the event the price of the stock rises above the exercise price of the call
option (see "Writing Call Options" above). In the event the stock price were to
increase above the strike or exercise price of the option, the Fund would suffer
a loss unless it first terminated the call by exercising the put.
SPECIAL RISKS ASSOCIATED WITH OPTIONS ON SECURITIES. Exchange markets in
some securities options are a relatively new and untested concept, and it is
impossible to predict the amount of trading interest that may exist in such
options. The same types of risk apply to over-the-counter trading in options.
There can be no assurance that viable markets will develop or continue in the
United States or abroad.
A Fund's purpose in selling covered options is to realize greater income
than would be realized on portfolio securities transactions alone. A Fund may
forego the benefits of appreciation on securities sold pursuant to call options,
or pay a higher price for securities acquired pursuant to put options written by
the Fund. If a put or call option purchased by a Fund is not sold when it has
remaining value, and if the market price of the underlying security, in the case
of a put, remains equal to or greater than the exercise price, or, in the case
of a call, remains less than or equal to the exercise price, the Fund will not
be able to exercise profitably the option and will lose its entire investment in
the option. Also, the price of a put or call option purchased to hedge against
price movements in a related security may move more or less than the price of
the related security. The Capital Appreciation Fund, Convertible Fund,
Government Fund, High Yield Corporate Bond Fund, Money Market Fund, Total Return
Fund and Value Fund will not purchase a put or call option if, as a result, the
amount of premiums paid for all put and call options then outstanding would
exceed 10% of the value of the Fund's total assets.
The Fund would ordinarily realize a gain if the value of the securities
increased during the option period above the exercise price sufficiently to
cover the premium. The Fund would have a loss if the value of the securities
remained below the sum of the premium paid and the exercise price during the
option period. The ability of a Fund to successfully utilize options
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may depend in part upon the ability of the Sub-Adviser to forecast interest
rates and other economic factors correctly.
The hours of trading for options on securities may not conform to the
hours during which the underlying securities are traded. To the extent that the
options markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the options markets.
OPTIONS ON FOREIGN CURRENCIES
Each Fund, except the California Tax Free Fund, the Equity Index Fund,
the Government Fund, the MAP Equity Fund, the Money Market Fund, the New York
Tax Free Fund and the Tax Free Bond Fund, may, to the extent that it invests in
foreign securities, purchase and write options on foreign currencies. A Fund may
use foreign currency options contracts for various reasons, including: to manage
its exposure to changes in currency exchange rates; as an efficient means of
adjusting its overall exposure to certain currencies; or in an effort to enhance
its return through exposure to a foreign currency.
A Fund may, for example, purchase and write put and call options on
foreign currencies for the purpose of protecting against declines in the dollar
value of foreign portfolio securities and against increases in the U.S. dollar
cost of foreign securities to be acquired. A Fund may also use foreign currency
options to protect against potential losses in positions denominated in one
foreign currency against another foreign currency in which the Fund's assets are
or may be denominated. For example, a decline in the dollar value of a foreign
currency in which portfolio securities are denominated will reduce the dollar
value of such securities, even if their value in the foreign currency remains
constant. In order to protect against such declines in the value of portfolio
securities, a Fund may purchase put options on the foreign currency. If the
value of the currency does decline, that Fund will have the right to sell such
currency for a fixed amount of dollars which exceeds the market value of such
currency, resulting in a gain that may offset, in whole or in part, the negative
effect of currency depreciation on the value of the Fund's securities
denominated in that currency.
Conversely, if a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Fund may purchase call options on such currency. If
the value of such
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currency does increase, the purchase of such call options would enable the Fund
to purchase currency for a fixed amount of dollars which is less than the market
value of such currency, resulting in a gain that may offset, at least partially,
the effect of any currency-related increase in the price of securities the Fund
intends to acquire. As in the case of other types of options transactions,
however, the benefit a Fund derives from purchasing foreign currency options
will be reduced by the amount of the premium and related transaction costs. In
addition, if currency exchange rates do not move in the direction or to the
extent anticipated, a Fund could sustain losses on transactions in foreign
currency options which would deprive it of a portion or all of the benefits of
advantageous changes in such rates.
If a Fund anticipates a decline in the dollar value of foreign
currency-denominated securities due to declining exchange rates, it could,
instead of purchasing a put option, write a call option on the relevant
currency. If the expected decline occurs, the option will most likely not be
exercised, and the diminution in value of portfolio securities will be offset by
the amount of the premium received by the Fund.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a Fund
could write a put option on the relevant currency. If rates move in the manner
projected, the put option will expire unexercised and allow the Fund to offset
such increased cost up to the amount of the premium. As in the case of other
types of options transactions, however, the writing of a foreign currency option
will constitute only a partial hedge up to the amount of the premium, and only
if rates move in the expected direction. If unanticipated exchange rate
fluctuations occur, the option may be exercised and a Fund would be required to
purchase or sell the underlying currency at a loss which may not be fully offset
by the amount of the premium. As a result of writing options on foreign
currencies, a Fund also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
currency exchange rates.
A call option written on foreign currency by a Fund is "covered" if that
Fund owns the underlying foreign currency subject to the call or securities
denominated in that currency or has an absolute and immediate right to acquire
that foreign currency without additional cash consideration (or for additional
cash consideration held in a segregated account by its custodian) upon
conversion or exchange of other foreign
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currency held in its portfolio. A call option is also covered if a Fund holds a
call on the same foreign currency for the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the amount of the difference is maintained by a Fund in
liquid assets in a segregated account with its custodian.
Options on foreign currencies to be written or purchased by a Fund will
be traded on U.S. and foreign exchanges or over-the-counter. Exchange-traded
options generally settle in cash, whereas options traded over-the counter may
settle in cash or result in delivery of the underlying currency upon exercise of
the option. As with other kinds of options transactions, however, the writing of
an option on foreign currency will constitute only a partial hedge up to the
amount of the premium received and a Fund could be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring losses.
The purchase of an option on foreign currency may constitute an effective hedge
against exchange rate fluctuations, although, in the event of rate movements
adverse to a Fund's position, a Fund may forfeit the entire amount of the
premium plus related transaction costs.
A Fund also may use foreign currency options to protect against potential
losses in positions denominated in one foreign currency against another foreign
currency.
There can be no assurance that a liquid market will exist when a Fund
seeks to close out an option position. Furthermore, if trading restrictions or
suspensions are imposed on the options markets, a Fund may be unable to close
out a position.
Currency options traded on U.S. or other exchanges may be subject to
position limits which may limit the ability of a Fund to reduce foreign currency
risk using such options. Over-the-counter options differ from traded options in
that they are two-party contracts with price and other terms negotiated between
buyer and seller and generally do not have as much market liquidity as
exchanged-traded options. Foreign currency exchange-traded options generally
settle in cash, whereas options traded over-the-counter may settle in cash or
result in delivery of the underlying currency upon exercise of the option.
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SECURITIES INDEX OPTIONS
The Funds, except the MAP Equity Fund, may purchase call and put options
on securities indexes (only call options on the S&P 500 Composite Price Index in
the case of the Equity Index Fund) for the purpose of hedging against the risk
of unfavorable price movements which may adversely affect the value of a Fund's
securities. The Equity Index Fund may purchase call options on the S&P 500 Index
to protect against increases in the prices of securities underlying the Index
that the Equity Index Fund intends to purchase pending its ability to invest in
such securities in an orderly manner.
Unlike a securities option, which gives the holder the right to purchase
or sell specified securities at a specified price, an option on a securities
index gives the holder the right to receive a cash "exercise settlement amount"
equal to (I) the difference between the value of the underlying securities index
on the exercise date and the exercise price of the option, multiplied by (ii) a
fixed "index multiplier." In exchange for undertaking the obligation to make
such a cash payment, the writer of the securities index option receives a
premium.
A securities index fluctuates with changes in the market values of the
securities included in the index. For example, some securities index options
are based on a broad market index such as the S&P 500 Composite Price Index or
the NYSE Composite Index, or a narrower market index such as the S&P 100 Index.
Indexes may also be based on an industry or market segment such as the AMEX Oil
and Gas Index or the Computer and Business Equipment Index. Options on stock
indexes are traded on the following exchanges, among others: The Chicago Board
Options Exchange, New York Stock Exchange, and American Stock Exchange.
The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio being hedged correlate with price movements in the
selected securities index. Perfect correlation is not possible because the
securities held or to be acquired by a Fund will not exactly match the
securities represented in the securities indexes on which options are based. In
addition, the purchase of securities index options involves essentially the same
risks as the purchase of options on futures contracts. The principal risk is
that the premium and transaction costs paid by a Fund in purchasing an option
will be lost as a result of unanticipated movements in prices of the securities
comprising the securities index on which the option is based. Gains or losses on
a Fund's
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transactions in securities index options depend on price movements in the
securities market generally (or, for narrow market indexes, in a particular
industry or segment of the market) rather than the price movements of individual
securities held by a Fund. In this respect, purchasing a securities index put
(or call) option is analogous to the purchase of a put (or call) on a securities
index futures contract.
A Fund may sell securities index options prior to expiration in order to
close out its positions in securities index options which it has purchased. A
Fund may also allow options to expire unexercised.
FUTURES TRANSACTIONS
The California Tax Free Fund, Convertible Fund, Equity Income Fund,
Global High Yield Fund, Government Fund, High Yield Corporate Bond Fund,
International Bond Fund, International Equity Fund, New York Tax Free Fund,
Strategic Income Fund, Strategic Value Fund, Tax Free Bond Fund and Total Return
Fund may purchase and sell futures contracts on debt securities and on indexes
of debt securities in order to attempt to protect against the effects of adverse
changes in interest rates, to lengthen or shorten the average maturity or
duration of a Fund's portfolio and for other appropriate risk management and
investment purposes. For example, a Fund may purchase futures contracts as a
substitute for the purchase of longer-term debt securities to lengthen the
average duration of a Fund's portfolio of fixed-income securities. The
Government Fund may enter into futures contracts and purchase and write options
on futures, which are not U.S. government securities, in order to attempt to
hedge against changes in interest rates and to seek current income. Such futures
contracts would obligate the Fund to make or take delivery of certain debt
securities or an amount of cash upon expiration of the futures contract,
although most futures positions typically are closed out through an offsetting
transaction prior to expiration.
The Capital Appreciation Fund, Convertible Fund, Equity Index Fund,
International Equity Fund, Strategic Income Fund, Strategic Value Fund, Total
Return Fund, Value Fund, Blue Chip Growth Fund, Research Value Fund, Small Cap
Value Fund, Growth Opportunities Fund, Small Cap Growth Fund, Equity Income
Fund, MAP Equity Fund and Global High Yield Fund may purchase and sell stock
index futures to hedge the equity portion of those Funds' securities portfolios
with regard to market (systematic) risk (involving the market's assessment of
overall economic prospects), as distinguished from stock-specific risk
(involving
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the market's evaluation of the merits of the issuer of a particular security) or
to gain market exposure to that portion of the market represented by the futures
contract. These Funds, and the International Bond Fund, may also purchase and
sell other futures when deemed appropriate, in order to hedge the equity or
non-equity portions of their portfolios. In addition, each Fund, except the
California Tax Free Fund, Equity Index Fund, Government Fund, Money Market Fund,
New York Tax Free Fund and Tax Free Bond Fund may, to the extent it invests in
foreign securities, enter into contracts for the future delivery of foreign
currencies to hedge against changes in currency exchange rates. Each of the
Funds may also purchase and write put and call options on futures contracts of
the type into which such Fund is authorized to enter and may engage in related
closing transactions. In the United States, all such futures on debt securities,
debt index futures, stock index futures, foreign currency futures and related
options will be traded on exchanges that are regulated by the Commodity Futures
Trading Commission ("CFTC"). Subject to compliance with applicable CFTC rules,
the Funds also may enter into futures contracts traded on foreign futures
exchanges such as Frankfurt, Tokyo, London or Paris as long as trading on
foreign futures exchanges does not subject a Fund to risks that are materially
greater than the risks associated with trading on U.S. exchanges. The
International Bond Fund, International Equity Fund, Blue Chip Growth Fund,
Research Value Fund, Small Cap Value Fund, Growth Opportunities Fund, Small Cap
Growth Fund, Equity Income Fund and Global High Yield Fund are not limited to
the above-listed exchanges.
A futures contract is an agreement to buy or sell a security or currency
(or to deliver a final cash settlement price in the case of a contract relating
to an index or otherwise not calling for physical delivery at the end of trading
in the contracts), for a set price at a future date. When interest rates are
changing and portfolio values are falling, futures contracts can offset a
decline in the value of a Fund's current portfolio securities. When interest
rates are changing and portfolio values are rising, the purchase of futures
contracts can secure better effective rates or purchase prices for the Fund than
might later be available in the market when the Fund makes anticipated
purchases. In the United States, futures contracts are traded on boards of trade
which have been designated "contract markets" by the CFTC. Futures contracts
trade on these markets through an "open outcry" auction on the exchange floor.
Currently, there are futures contracts based on a variety of instruments,
indexes and currencies, including long-term U.S. Treasury bonds, Treasury notes,
GNMA certificates, three-month U.S. Treasury bills, three-month domestic bank
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certificates of deposit, a municipal bond index and various stock indexes.
When a purchase or sale of a futures contract is made by a Fund, the Fund
is required to deposit with its custodian (or broker, if legally permitted) a
specified amount of liquid assets ("initial margin") as a partial guarantee of
its performance under the contract. The margin required for a futures contract
is set by the exchange on which the contract is traded and may be modified
during the term of the contract. The initial margin is in the nature of a
performance bond or good faith deposit on the futures contract which is returned
to the Fund upon termination of the contract assuming all contractual
obligations have been satisfied. Each Fund expects to earn interest income on
its initial margin deposits. A futures contract held by a Fund is valued daily
at the official settlement price of the exchange on which it is traded. Each
day, as the value of the security, currency or index fluctuates, the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking-to-market." Variation
margin does not represent a borrowing or loan by a Fund but is instead a
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired. In computing daily net asset value, each Fund
will mark-to-market its open futures positions. Moreover, each Fund will
maintain sufficient liquid assets to cover its obligations under open futures
contracts.
A Fund is also required to deposit and maintain margin with respect to
put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option,
and other futures positions held by the Fund.
Positions taken in the futures markets are not normally held until
delivery or final cash settlement is required, but are instead liquidated
through offsetting transactions which may result in a gain or a loss. While
futures positions taken by a Fund will usually be liquidated in this manner, the
Fund may instead make or take delivery of underlying securities or currencies
whenever it appears economically advantageous to the Fund to do so. A clearing
organization associated with the exchange on which futures are traded assumes
responsibility for closing-out transactions and guarantees that as between the
clearing members of an exchange, the sale and purchase
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obligations will be performed with regard to all positions that remain open at
the termination of the contract.
FUTURES ON DEBT SECURITIES. A futures contract on a debt security is a
binding contractual commitment which, if held to maturity, will result in an
obligation to make or accept delivery, during a particular future month, of
securities having a standardized face value and rate of return. By purchasing
futures on debt securities--assuming a "long" position--a Fund will legally
obligate itself to accept the future delivery of the underlying security and pay
the agreed-upon price. By selling futures on debt securities--assuming a "short"
position--it will legally obligate itself to make the future delivery of the
security against payment of the agreed-upon price. Open futures positions on
debt securities will be valued at the most recent settlement price, unless such
price does not appear to the Sub-Advisers to reflect the fair value of the
contract, in which case the positions will be valued by or under the direction
of the Trustees.
Hedging by use of futures on debt securities seeks to establish, more
certainly than would otherwise be possible, the effective rate of return on
portfolio securities. A Fund may, for example, take a "short" position in the
futures market by selling contracts for the future delivery of debt securities
held by the Fund (or securities having characteristics similar to those held by
the Fund) in order to hedge against an anticipated rise in interest rates that
would adversely affect the value of the Fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation in the value
of the futures position.
On other occasions, a Fund may take a "long" position by purchasing
futures on debt securities. This would be done, for example, when the Fund
intends to purchase particular securities and it has the necessary cash, but
expects the rate of return available in the securities markets at that time to
be less favorable than rates currently available in the futures markets. If the
anticipated rise in the price of the securities should occur (with its
concomitant reduction in yield), the increased cost to the Fund of purchasing
the securities will be offset, at least to some extent, by the rise in the value
of the futures position taken in anticipation of the subsequent securities
purchase. A Fund may also purchase futures contracts as a substitute for the
purchase of longer-term securities to lengthen the average duration of the
Fund's portfolio.
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The Fund could accomplish similar results by selling securities with long
maturities and investing in securities with short maturities when interest rates
are expected to increase or by buying securities with long maturities and
selling securities with short maturities when interest rates are expected to
decline. However, by using futures contracts as a risk management technique,
given the greater liquidity in the futures market than in the cash market, it
may be possible to accomplish the same result more easily and more quickly.
Depending upon the types of futures contracts that are available to hedge
a Fund's portfolio of securities or portion of a portfolio, perfect correlation
between that Fund's futures positions and portfolio positions may be difficult
to achieve. Futures contracts do not exist for all types of securities and
markets for futures contracts that do exist may, for a variety of reasons, be
illiquid at particular times when a Fund might wish to buy or sell a futures
contract.
SECURITIES INDEX FUTURES. A securities index futures contract does not
require the physical delivery of securities, but merely provides for profits and
losses resulting from changes in the market value of the contract to be credited
or debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date a final cash
settlement occurs and the futures positions are simply closed out. Changes in
the market value of a particular stock index futures contract reflect changes in
the specified index of equity securities on which the contract is based. A stock
index is designed to reflect overall price trends in the market for equity
securities.
Stock index futures may be used to hedge the equity portion of a Fund's
securities portfolio with regard to market (systematic) risk, as distinguished
from stock-specific risk. The Funds may enter into stock index futures to the
extent that they have equity securities in their portfolios. Similarly, the
Funds may enter into futures on debt securities indexes (including the
municipal bond index) to the extent they have debt securities in their
portfolios. By establishing an appropriate "short" position in securities index
futures, a Fund may seek to protect the value of its portfolio against an
overall decline in the market for securities. Alternatively, in anticipation of
a generally rising market, a Fund can seek to avoid losing the benefit of
apparently low current prices by establishing a "long" position in securities
index futures and later liquidating that position as particular securities are
in fact acquired. To the extent that these hedging strategies are
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successful, the Fund will be affected to a lesser degree by adverse overall
market price movements, unrelated to the merits of specific portfolio
securities, than would otherwise be the case. A Fund may also purchase futures
on debt securities or indexes as a substitute for the purchase of longer-term
debt securities to lengthen the average duration of the Fund's debt portfolio or
to gain exposure to particular markets represented by the index.
The Funds do not intend to use U.S. stock index futures to hedge
positions in securities of non-U.S. companies.
CURRENCY FUTURES. A sale of a currency futures contract creates an
obligation by a Fund, as seller, to deliver the amount of currency called for in
the contract at a specified future time for a specified price. A purchase of a
currency futures contract creates an obligation by a Fund, as purchaser, to take
delivery of an amount of currency at a specified future time at a specified
price. A Fund may sell a currency futures contract if the Sub-Adviser
anticipates that exchange rates for a particular currency will fall, as a hedge
against a decline in the value of the Fund's securities denominated in such
currency. If the Sub-Adviser anticipates that exchange rates will rise, the Fund
may purchase a currency futures contract to protect against an increase in the
price of securities denominated in a particular currency the Fund intends to
purchase. Although the terms of currency futures contracts specify actual
delivery or receipt, in most instances the contracts are closed out before the
settlement date without the making or taking of delivery of the currency.
Closing out of a currency futures contract is effected by entering into an
offsetting purchase or sale transaction. To offset a currency futures contract
sold by a Fund, the Fund purchases a currency futures contract for the same
aggregate amount of currency and delivery date. If the price in the sale exceeds
the price in the offsetting purchase, the Fund is immediately paid the
difference. Similarly, to close out a currency futures contract purchased by the
Fund, the Fund sells a currency futures contract. If the offsetting sale price
exceeds the purchase price, the Fund realizes a gain, and if the offsetting sale
price is less than the purchase price, the Fund realizes a loss.
A risk in employing currency futures contracts to protect against the
price volatility of portfolio securities denominated in a particular currency is
that changes in currency exchange rates or in the value of the futures position
may correlate imperfectly with changes in the cash prices of a Fund's
securities. The degree of correlation may be distorted by the
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fact that the currency futures market may be dominated by short-term traders
seeking to profit from changes in exchange rates. This would reduce the value of
such contracts for hedging purposes over a short-term period. Such distortions
are generally minor and would diminish as the contract approached maturity.
Another risk is that the Sub-Adviser could be incorrect in its
expectation as to the direction or extent of various exchange rate movements or
the time span within which the movements take place.
OPTIONS ON FUTURES. For bona fide hedging and other appropriate risk
management purposes, the Funds also may purchase and write call and put options
on futures contracts which are traded on exchanges that are licensed and
regulated by the CFTC for the purpose of options trading, or, subject to
applicable CFTC rules, on foreign exchanges. A "call" option on a futures
contract gives the purchaser the right, in return for the premium paid, to
purchase a futures contract (assume a "long" position) at a specified exercise
price at any time before the option expires. A "put" option gives the purchaser
the right, in return for the premium paid, to sell a futures contract (assume a
"short" position), for a specified exercise price at any time before the option
expires.
Upon the exercise of a "call," the writer of the option is obligated to
sell the futures contract (to deliver a "long" position to the option holder) at
the option exercise price, which will presumably be lower than the current
market price of the contract in the futures market. Upon exercise of a "put,"
the writer of the option is obligated to purchase the futures contract (deliver
a "short" position to the option holder) at the option exercise price, which
will presumably be higher than the current market price of the contract in the
futures market. When an entity exercises an option and assumes a "long" futures
position, in the case of a "call," or a "short" futures position, in the case of
a "put," its gain will be credited to its futures margin account, while the loss
suffered by the writer of the option will be debited to its account. However, as
with the trading of futures, most participants in the options markets do not
seek to realize their gains or losses by exercise of their option rights.
Instead, the writer or holder of an option will usually realize a gain or loss
by buying or selling an offsetting option at a market price that will reflect an
increase or a decrease from the premium originally paid.
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Options on futures contracts can be used by a Fund to hedge substantially
the same risks and for the same duration and risk management purposes as might
be addressed or served by the direct purchase or sale of the underlying futures
contracts. If the Fund purchases an option on a futures contract, it may obtain
benefits similar to those that would result if it held the futures position
itself.
The purchase of put options on futures contracts is a means of hedging a
Fund's portfolio against the risk of rising interest rates, declining securities
prices or declining exchange rates for a particular currency. The purchase of a
call option on a futures contract represents a means of hedging against a market
advance affecting securities prices or currency exchange rates when the Fund is
not fully invested or of lengthening the average maturity or duration of a
Fund's portfolio. Depending on the pricing of the option compared to either the
futures contract upon which it is based or upon the price of the underlying
securities or currencies, it may or may not be less risky than ownership of the
futures contract or underlying securities or currencies.
In contrast to a futures transaction, in which only transaction costs are
involved, benefits received in an option transaction will be reduced by the
amount of the premium paid as well as by transaction costs. In the event of an
adverse market movement, however, the Fund will not be subject to a risk of loss
on the option transaction beyond the price of the premium it paid plus its
transaction costs, and may consequently benefit from a favorable movement in the
value of its portfolio securities or the currencies in which such securities are
denominated that would have been more completely offset if the hedge had been
effected through the use of futures.
If a Fund writes options on futures contracts, the Fund will receive a
premium but will assume a risk of adverse movement in the price of the
underlying futures contract comparable to that involved in holding a futures
position. If the option is not exercised, the Fund will realize a gain in the
amount of the premium, which may partially offset unfavorable changes in the
value of securities held by or to be acquired for the Fund. If the option is
exercised, the Fund will incur a loss in the option transaction, which will be
reduced by the amount of the premium it has received, but which may partially
offset favorable changes in the value of its portfolio securities or the
currencies in which such securities are denominated.
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The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the underlying securities or the currencies in
which such securities are denominated. If the futures price at expiration is
below the exercise price, the Fund will retain the full amount of the option
premium, which provides a partial hedge against any decline that may have
occurred in the Fund's holdings of securities or the currencies in which such
securities are denominated.
The writing of a put option on a futures contract is analogous to the
purchase of a futures contract. For example, if the Fund writes a put option on
a futures contract on debt securities related to securities that the Fund
expects to acquire and the market price of such securities increases, the net
cost to a Fund of the debt securities acquired by it will be reduced by the
amount of the option premium received. Of course, if market prices have
declined, the Fund's purchase price upon exercise may be greater than the price
at which the debt securities might be purchased in the securities market.
While the holder or writer of an option on a futures contract may
normally terminate its position by selling or purchasing an offsetting option of
the same series, a Fund's ability to establish and close out options positions
at fairly established prices will be subject to the maintenance of a liquid
market. The Funds will not purchase or write options on futures contracts unless
the market for such options has sufficient liquidity such that the risks
associated with such options transactions are not at unacceptable levels.
LIMITATIONS ON PURCHASE AND SALE OF FUTURES CONTRACTS AND OPTIONS ON
FUTURES CONTRACTS. A Fund will only enter into futures contracts or related
options which are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automatic quotation system. The
Funds will not enter futures contracts for which the aggregate contract amounts
exceed 100% of the Fund's net assets. In addition, with respect to positions in
futures and related options that do not constitute bona fide hedging positions,
a Fund will not enter into a futures contract or futures option contract if,
immediately thereafter, the aggregate initial margin deposits relating to such
positions plus premiums paid by it for open futures option positions, less the
amount by which any such options are "in-the-money," would exceed 5% of the
Fund's total assets. A call option is "in-the-money" if the value of the futures
contract that is the subject of the option exceeds the exercise price. A put
option is "in-the-money" if
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the exercise price exceeds the value of the futures contract that is the subject
of the option.
When purchasing a futures contract, a Fund will maintain with its
custodian (and mark-to-market on a daily basis) liquid assets that, when added
to the amounts deposited with a futures commission merchant as margin, are equal
to the market value of the futures contract. Alternatively, the Fund may "cover"
its position by purchasing a put option on the same futures contract with a
strike price as high or higher than the price of the contract held by the Fund.
When selling a futures contract, a Fund will maintain with its custodian
(and mark-to-market on a daily basis) liquid assets that, when added to the
amount deposited with a futures commission merchant as margin, are equal to the
market value of the instruments underlying the contract. Alternatively, the Fund
may "cover" its position by owning the instruments underlying the contract (or,
in the case of an index futures contract, a portfolio with a volatility
substantially similar to that of the index on which the futures contract is
based), or by holding a call option permitting the Fund to purchase the same
futures contract at a price no higher than the price of the contract written by
the Fund (or at a higher price if the difference is maintained in liquid assets
with the Fund's custodian).
When selling a call option on a futures contract, a Fund will maintain
with its custodian (and mark-to-market on a daily basis) liquid assets that,
when added to the amounts deposited with a futures commission merchant as
margin, equal the total market value of the futures contract underlying the call
option. Alternatively, the Fund may cover its position by entering into a long
position in the same futures contract at a price no higher than the strike price
of the call option, by owning the instruments underlying the futures contract,
or by holding a separate call option permitting the Fund to purchase the same
futures contract at a price not higher than the strike price of the call option
sold by the Fund.
When selling a put option on a futures contract, a Fund will maintain
with its custodian (and mark-to-market on a daily basis) liquid assets that
equal the purchase price of the futures contract, less any margin on deposit.
Alternatively, the Fund may cover the position either by entering into a short
position in the same futures contract, or by owning a separate put option
permitting it to sell the same futures contract so long as the strike price of
the purchased put option is the same
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or higher than the strike price of the put option sold by the Fund.
The requirements for qualification as a regulated investment company also
may limit the extent to which a Fund may enter into futures, futures options or
forward contracts. See "Tax Information."
RISKS ASSOCIATED WITH FUTURES AND FUTURES OPTIONS. There are several
risks associated with the use of futures contracts and futures options as
hedging techniques. There can be no assurance that hedging strategies using
futures will be successful. A purchase or sale of a futures contract may result
in losses in excess of the amount invested in the futures contract, which in
some cases may be unlimited. There can be no guarantee that there will be a
correlation between price movements in the hedging vehicle and in the Fund's
securities being hedged. An incorrect correlation could result in a loss on both
the hedged securities or currencies and the hedging vehicle so that the
portfolio return might have been better had hedging not been attempted. In
addition, there are significant differences between the securities and futures
markets that could result in an imperfect correlation between the markets,
causing a given hedge not to achieve its objectives. The degree of imperfection
of correlation depends on circumstances such as variations in speculative market
demand for futures and futures options on securities, including technical
influences in futures trading and futures options, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities, and creditworthiness of issuers. A decision as to whether, when and
how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends. It is also possible that, when a
Fund has sold stock index futures to hedge its portfolio against a decline in
the market, the market may advance while the value of the particular securities
held in the Fund's portfolio may decline. If this occurred, the Fund would incur
a loss on the futures contracts and also experience a decline in the value of
its portfolio securities.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
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current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time when
a Fund seeks to close out a futures or a futures option position, and that Fund
would remain obligated to meet margin requirements until the position is closed.
In addition, many of the contracts discussed above are relatively new
instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent the Fund from liquidating an
unfavorable position and the Fund would remain obligated to meet margin
requirements until the position is closed.
In addition to the risks that apply to all options transactions, there
are several special risks relating to options on futures contracts. The ability
to establish and close out positions in such options will be subject to the
development and maintenance of a liquid market in the options. It is not certain
that such a market will develop. Although the Funds generally will purchase only
those options and futures contracts for which there appears to be an active
market, there is no assurance that a liquid market on an exchange will exist for
any particular option or futures contract at any particular time. In the event
no such market exists for particular options, it might not be possible to effect
closing transactions in such options with the result that a Fund would have to
exercise options it has purchased in order to realize any profit and would be
less able to limit its exposure to losses on options it has written.
Many of the contracts discussed above are relatively new instruments
without a significant trading history. As a result, there can be no assurance
that an active secondary market will develop or continue to exist. If the price
of a futures contract changes more than the price of the securities or
currencies, the Fund will experience either a loss or a gain on the futures
contracts which will not be completely offset by
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changes in the price of the securities or currencies which are the subject of
the hedge. In addition, it is not possible to hedge fully or perfectly against
currency fluctuations affecting the value of securities denominated in foreign
currencies because the value of such securities is likely to fluctuate as a
result of independent factors not related to currency fluctuations.
ADDITIONAL RISKS OF OPTIONS ON SECURITIES, FUTURES CONTRACTS, OPTIONS
ON FUTURES CONTRACTS, AND FOREIGN CURRENCY. Options on securities, futures
contracts, options on futures contracts, currencies and options on currencies
may be traded on foreign exchanges. Such transactions may not be regulated as
effectively as similar transactions in the United States; may not involve a
clearing mechanism and related guarantees; and are subject to the risk of
governmental actions affecting trading in, or the prices of, foreign
securities. The value of such positions also could be adversely affected by (I)
other complex foreign political, legal and economic factors, (ii) delays in a
availability than in the United States of data on which to make trading
decisions, (iii) delays in a Fund's ability to act upon economic events
occurring in foreign markets during non-business hours in the United States,
(iv) the imposition of different exercise and settlement terms and procedures
and margin requirements than in the United States, and (v) lesser trading
volume.
SWAP AGREEMENTS
The International Bond Fund, International Equity Fund, Strategic Value
Fund, Strategic Income Fund, Blue Chip Growth Fund, Research Value Fund, Small
Cap Value Fund, Growth Opportunities Fund, Small Cap Growth Fund, Equity Income
Fund and Global High Yield Fund may enter into interest rate, index and currency
exchange rate swap agreements for purposes of attempting to obtain a particular
desired return at a lower cost to the Fund than if the Fund had invested
directly in an instrument that yielded that desired return or for other
portfolio management purposes. Swap agreements are two party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to more than one year. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. The gross returns to be
exchanged or "swapped" between the parties are calculated with respect to a
"notional amount," i.e., the return on or increase in value of a particular
dollar amount invested at a particular interest rate, in a particular foreign
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currency, or in a "basket" of securities representing a particular index. The
"notional amount" of the swap agreement is only a fictive basis on which to
calculate the obligations which the parties to a swap agreement have agreed to
exchange. Most Swap Agreements entered into by the Fund would calculate the
obligations of the parties to the agreements on a "net" basis. Consequently, a
Fund's obligations (or rights) under a swap agreement will generally be equal
only to the net amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement (the "net
amount"). A Fund's obligations under a swap agreement will be accrued daily
(offset against any amounts owing to the Fund) and any accrued but unpaid net
amounts owed to a swap counterparty will be covered by the maintenance of a
segregated account consisting of liquid assets to avoid any potential leveraging
of the Fund's portfolio. A Fund will not enter into a swap agreement with any
single party if the net amount owed or to be received under existing contracts
with that party would exceed 5% of the Fund's total assets.
Commonly used swap agreements include interest rate caps, under which, in
return for a premium, one party agrees to make payments to the other to the
extent that interest rates exceed a specified rate, or "cap"; interest rate
floors, under which, in return for a premium, one party agrees to make payments
to the other to the extent that interest rates fall below a specified level, or
"floor"; and interest rate collars, under which a party sells a cap and
purchases a floor or vice versa in an attempt to protect itself against interest
rate movements exceeding given minimum or maximum levels.
Whether a Fund's use of swap agreements will be successful in furthering
its investment objective will depend on the Sub-Adviser's ability correctly to
predict whether certain types of investments are likely to produce greater
returns than other investments. Because they are two party contracts and because
they may have terms of greater than seven days, swap agreements may be
considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount
expected to be received under a swap agreement in the event of the default or
bankruptcy of a swap agreement counterparty. The Sub-Adviser will cause a Fund
to enter into swap agreements only with counterparties that would be eligible
for consideration as repurchase agreement counterparties under the Fund's
repurchase agreement guidelines. Certain restrictions imposed on the Funds by
the Code may limit the Funds' ability to use swap agreements. The swaps market
is a relatively new market and is largely unregulated. It is possible that
developments in the swaps market, including potential
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government regulation, could adversely affect a Fund's ability to terminate
existing swap agreements or to realize amounts to be received under such
agreements.
Certain swap agreements are exempt from most provisions of the Commodity
Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity
option transactions under the CEA, pursuant to regulations approved by the CFTC.
To qualify for this exemption, a swap agreement must be entered into by
"eligible participants," which include the following, provided the participants'
total assets exceed established levels: a bank or trust company, savings
association or credit union, insurance company, investment company subject to
regulation under the 1940 Act, commodity pool, corporation, partnership,
proprietorship, organization, trust or other entity, employee benefit plan,
governmental entity, broker-dealer, futures commission merchant, natural person,
or regulated foreign person. To be eligible, natural persons and most other
entities must have total assets exceeding $10 million; commodity pools and
employee benefit plans must have assets exceeding $5 million. In addition, an
eligible swap transaction must meet three conditions. First, the swap agreement
may not be part of a fungible class of agreements that are standardized as to
their material economic terms. Second, the creditworthiness of parties with
actual or potential obligations under the swap agreement must be a material
consideration in entering into or determining the terms of the swap agreement,
including pricing, cost or credit enhancement terms. Third, swap agreements may
not be entered into and traded on or through a multilateral transaction
execution facility.
This exemption is not exclusive, and participants may continue to rely on
existing exclusions for swaps, such as the Policy Statement issued in July 1989
which recognized a safe harbor for swap transactions from regulation as futures
or commodity option transactions under the CEA or its regulations. The Policy
Statement applies to swap transactions settled in cash that (1) have
individually tailored terms, (2) lack exchange-style offset and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.
LOAN PARTICIPATION INTERESTS
The Funds may invest in participation interests in loans. A Fund's
investment in loan participation interests may take the form of participation
interests in, assignments of or novations of a corporate loan ("Participation
Interests"). The Participation Interests may be acquired from an agent bank, co-
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lenders or other holders of Participation Interests ("Participants"). In a
novation, a Fund would assume all of the rights of the lender in a corporate
loan, including the right to receive payments of principal and interest and
other amounts directly from the borrower and to enforce its rights as a lender
directly against the borrower. As an alternative, a Fund may purchase an
assignment of all or a portion of a lender's interest in a corporate loan, in
which case, a Fund may be required generally to rely on the assigning lender to
demand payment and enforce its rights against the borrower, but would otherwise
be entitled to all of such lender's rights in the corporate loan. A Fund also
may purchase a Participation Interest in a portion of the rights of a lender in
a corporate loan. In such a case, a Fund will be entitled to receive payments of
principal, interest and fees, if any, but generally will not be entitled to
enforce its rights directly against the agent bank or the borrower; rather the
Fund must rely on the lending institution for that purpose. A Fund will not act
as an agent bank, a guarantor or sole negotiator of a structure with respect to
a corporate loan.
In a typical corporate loan involving the sale of Participation
Interests, the agent bank administers the terms of the corporate loan agreement
and is responsible for the collection of principal and interest and fee payments
to the credit of all lenders which are parties to the corporate loan agreement.
The agent bank in such cases will be qualified under the 1940 Act to serve as a
custodian for a registered investment company such as the Trust. A Fund
generally will rely on the agent bank or an intermediate Participant to collect
its portion of the payments on the corporate loan. The agent bank monitors the
value of the collateral and, if the value of the collateral declines, may take
certain action, including accelerating the corporate loan, giving the borrower
an opportunity to provide additional collateral or seeking other protection for
the benefit of the Participants in the corporate loan, depending on the terms of
the corporate loan agreement. Furthermore, unless under the terms of a
participation agreement a Fund has direct recourse against the borrower (which
is unlikely), a Fund will rely on the agent bank to use appropriate creditor
remedies against the borrower. The agent bank also is responsible for monitoring
compliance with covenants contained in the corporate loan agreement and for
notifying holders of corporate loans of any failures of compliance. Typically,
under corporate loan agreements, the agent bank is given broad discretion in
enforcing the corporate loan agreement, and is obligated to use only the same
care it would use in the management of its own property. For these services, the
borrower compensates the agent
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bank. Such compensation may include special fees paid on structuring and funding
the corporate loan and other fees paid on a continuing basis.
A financial institution's employment as an agent bank may be terminated
in the event that it fails to observe the requisite standard of care or becomes
insolvent, or has a receiver, conservator, or similar official appointed for it
by the appropriate bank regulatory authority or becomes a debtor in a bankruptcy
proceeding. A successor agent bank generally will be appointed to replace the
terminated bank, and assets held by the agent bank under the corporate loan
agreement should remain available to holders of corporate loans. If, however,
assets held by the agent bank for the benefit of a Fund were determined by an
appropriate regulatory authority or court to be subject to the claims of the
agent bank's general or secured creditors, the Fund might incur certain costs
and delays in realizing payment on a corporate loan, or suffer a loss of
principal and/or interest. In situations involving intermediate Participants
similar risks may arise.
When a Fund acts as co-lender in connection with a participation interest
or when a Fund acquires a Participation Interest the terms of which provide that
a Fund will be in privity of contract with the corporate borrower, the Fund will
have direct recourse against the borrower in the event the borrower fails to pay
scheduled principal and interest. In all other cases, the Fund will look to the
agent bank to enforce appropriate credit remedies against the borrower. In
acquiring Participation Interests a Fund's Sub-Adviser will conduct analysis and
evaluation of the financial condition of each such co-lender and participant to
ensure that the Participation Interest meets the Fund's qualitative standards.
There is a risk that there may not be a readily available market for loan
Participation Interests and, in some cases, this could result in a Fund
disposing of such securities at a substantial discount from face value or
holding such security until maturity. When a Fund is required to rely upon a
lending institution to pay the Fund principal, interest, and other amounts
received by the lending institution for the loan participation, the Fund will
treat both the borrower and the lending institution as an "issuer" of the loan
participation for purposes of certain investment restrictions pertaining to the
diversification and concentration of the Fund's portfolio. The Funds consider
Participation Interests not subject to puts to be illiquid.
The principal credit risk associated with acquiring Participation
Interests from a co-lender or another Participant
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is the credit risk associated with the underlying corporate borrower. A Fund may
incur additional credit risk, however, when it is in the position of participant
rather than a co- lender because the Fund must assume the risk of insolvency of
the co-lender from which the Participation Interest was acquired and that of any
person interpositioned between the Fund and the co-lender.
RISKS ASSOCIATED WITH DEBT SECURITIES
To the extent that a Fund invests in debt securities, it will be subject
to certain risks. The value of the debt securities held by a Fund, and thus the
net asset value of the shares of beneficial interest of the Fund, generally will
fluctuate depending on a number of factors, including, among others, changes in
the perceived creditworthiness of the issuers of those securities, movements in
interest rates, the average maturity of the Fund's investments, changes in the
relative values of the currencies in which the Fund's investments are
denominated relative to the U.S. dollar, and the extent to which the Fund hedges
its interest rate, credit and currency exchange rate risks. Generally, a rise in
interest rates will reduce the value of fixed income securities held by a Fund,
and a decline in interest rates will increase the value of fixed income
securities held by a Fund. Longer term debt securities generally pay higher
interest rates than do shorter term debt securities but also may experience
greater price volatility as interest rates change.
Since shares of the Funds represent an investment in securities with
fluctuating market prices, the value of shares of each Fund will vary as the
aggregate value of the Funds' portfolio securities increases or decreases.
Moreover, the value of lower rated debt securities that a Fund purchases may
fluctuate more than the value of higher rated debt securities. Lower rated debt
securities generally carry greater risk that the issuer will default on the
payment of interest and principal. Lower rated fixed income securities generally
tend to reflect short-term corporate and market developments to a greater extent
than higher rated securities which react primarily to fluctuations in the
general level of interest rates. Changes in the value of securities subsequent
to their acquisition will not affect cash income or yields to maturity to the
Funds but will be reflected in the net asset value of the Funds' shares.
Corporate debt securities may bear fixed, contingent, or variable rates
of interest and may involve equity features, such
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as conversion or exchange rights or warrants for the acquisition of stock of the
same or a different issuer, participations based on revenues, sales or profits,
or the purchase of common stock in a unit transaction (where corporate debt
securities and common stock are offered as a unit).
When and if available, debt securities may be purchased at a discount
from face value. From time to time, each Fund may purchase securities not paying
interest or dividends at the time acquired if, in the opinion of the
Sub-Adviser, such securities have the potential for future income (or capital
appreciation, if any).
RISKS OF INVESTING IN HIGH YIELD SECURITIES ("JUNK BONDS")
High yield bonds may be more susceptible to real or perceived adverse
economic and competitive industry conditions than higher grade bonds. The prices
of high yield bonds have been found to be less sensitive to interest-rate
changes than more highly rated investments, but more sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in high yield bond prices because the advent of a recession
could lessen the ability of a highly leveraged company to make principal and
interest payments on its debt securities.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of high yield bonds,
especially in a thinly traded market.
Legislation designed to limit the use of high yield bonds in corporate
transactions may have a material adverse effect on a Fund's net asset value and
investment practices. In addition, there may be special tax considerations
associated with investing in high yield bonds structured as zero coupon or
payment-in-kind securities. A Fund records the interest on these securities
annually as income even though it receives no cash interest until the security's
maturity or payment date. Also, distributions on account of such interest
generally will be taxable to shareholders even if the Fund does not distribute
cash to them. Therefore, in order to pay taxes on this interest, shareholders
may have to redeem some of their shares to pay the tax or the Fund may have to
sell some of its assets to reduce the Fund's assets and may thereby increase its
expense ratio and decrease its rate of return.
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FUNDAMENTAL INVESTMENT RESTRICTIONS
The Funds' investment restrictions set forth below are fundamental
policies of each Fund; i.e., they may not be changed with respect to a Fund
without a majority vote of the outstanding shares of that Fund, as defined in
the 1940 Act. Except for those investment policies of a Fund specifically
identified as fundamental in the Prospectus and this Statement of Additional
Information, all other investment policies and practices described may be
changed by the Board of Trustees without the approval of shareholders.
Unless otherwise indicated, all of the percentage limitations below, and
in the investment restrictions recited in the Prospectus, apply to each Fund on
an individual basis, and apply only at the time a transaction is entered into.
Accordingly, if a percentage restriction is adhered to at time of investment, a
later increase or decrease in the percentage which results from a relative
change in values or from a change in a Fund's net assets will not be considered
a violation. With respect to investment in illiquid securities, a Fund will
consider taking measures to reduce the holdings of illiquid securities if they
exceed the percentage limitation as a result of changes in the values of the
securities as if liquid securities have become illiquid.
EACH FUND MAY NOT:
1. (Except for the Tax Free Bond Fund) invest in a security if, as a result of
such investment, 25% or more of its total assets would be invested in the
securities of issuers in any particular industry, except that this restriction
does not apply to securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities (or repurchase agreements with respect thereto)
and a such time that the 1940 Act is amended to permit a registered investment
company to elect to be "periodically industry concentrated," (i.e., a fund that
does not concentrate its investments in a particular industry would be
permitted, but not required, to invest 25% or more of its assets in a particular
industry) the Funds elect to be so classified and the foregoing limitation shall
no longer apply with respect to the Funds;
2. With respect to 75% of each Fund's total assets invest more than 5% of the
value of the total assets of a Fund in the securities of any one issuer, except
U.S. government securities, or purchase the securities of any issuer if such
purchase would cause more than 10% of the voting securities of such issuer to
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be held by a Fund. This restriction does not apply to the California Tax Free
Fund, Equity Index Fund, International Bond Fund, New York Tax Free Fund and
Global High Yield Fund.
3. Borrow money except from banks on a temporary basis for extraordinary or
emergency purposes, including the meeting of redemption requests, or by engaging
in reverse repurchase agreements or comparable portfolio transactions provided
that these Funds maintain asset coverage of at least 300% for all such
borrowings, and no purchases of securities will be made while such borrowings
exceed 5% of the value of the Fund's total assets (10% in the case of the
California Tax Free Fund and New York Tax Free Fund).
4. Purchase securities (or with respect to the California Tax Free Fund, New
York Tax Free Fund, and Tax Free Bond Fund purchase (i) Pollution Control and
Industrial Development Bonds or (ii) securities the interest from which is not
exempt from regular federal income tax) if such purchase would cause 25% or more
in the aggregate of the market value of the total assets of a Fund to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no limitation
in respect to investments in U.S. government securities or, with respect to each
Fund except Strategic Value Fund, investments in repurchase agreements with
respect thereto (for the purposes of this restriction, telephone companies are
considered to be a separate industry from gas or electric utilities, and wholly
owned finance companies are considered to be in the industry of their parents if
their activities are primarily related to financing the activities of the
parents) except that (a) the above limitation does not apply to the Equity Index
Fund to the extent that the Standard & Poor's 500 Composite Stock Price Index is
so concentrated; (b) up to 40% of the High Yield Corporate Bond Fund's,
Strategic Income Fund's and Strategic Value Fund's total assets, taken at market
value, may be invested in each of the electric utility and telephone industries,
but each Fund will not invest 25% or more in either of those industries unless
yields available for four consecutive weeks in the four highest rating
categories on new issue bonds in such industry (issue size of $50 million or
more) have averaged in excess of 105% of yields of new issue long-term
industrial bonds similarly rated (issue size of $50 million or more); (c) 25% or
more of the market value of the total assets of the Money Market Fund will be
invested in the securities of banks and bank holding companies, including
certificates of deposit and bankers' acceptances; and (d) at such time that the
1940 Act is amended to permit a registered investment company to elect to be
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"periodically industry concentrated" (i.e., a fund that does not concentrate its
investments in a particular industry would be permitted, but not required, to
invest 25% or more of its total assets in a particular industry) the Funds elect
to be so classified and the foregoing limitation shall no longer apply with
respect to the Funds. With respect to the California Tax Free Fund and New York
Tax Free Fund, private activity bonds ultimately payable by companies within the
same industry are treated as if they were issued by issuers in the same industry
for purposes of this restriction.
5. Purchase or sell real estate (excluding securities secured by real estate or
interests therein or issued by companies that invest in or deal in real estate)
or, in the case of the California Tax Free Fund and New York Tax Free Fund, real
estate investment trust securities; commodities and commodity contracts. The
Trust reserves the freedom of action to hold and to sell real estate acquired
for any Fund as a result of the ownership of securities. Purchases and sales of
foreign currencies on a spot basis and forward foreign currency exchange
contracts, options on currency, futures contracts on currencies (or securities,
with respect to the MAP Equity Fund, Blue Chip Growth Fund, Research Value Fund,
Small Cap Value Fund, Growth Opportunities Fund, Small Cap Growth Fund, Equity
Income Fund, Global High Yield Fund and Strategic Value Fund) or securities
indices and options on such futures contracts are not deemed to be an investment
in a prohibited commodity or commodity contract for the purpose of this
restriction.
6. Make loans to other persons, except loans of portfolio securities (in the
case of the California Tax Free Fund and New York Tax Free Fund, in an amount
not to exceed 10% of the value of each Fund's total assets in accordance with
applicable guidelines approved by the Board of Trustees and 30% in the case of
the Equity Index Fund). The purchase of debt obligations (and bankers'
acceptances and commercial paper in the case of the Equity Index Fund) and the
entry into repurchase agreements in accordance with a Fund's investment
objectives and policies are not deemed to be loans for this purpose.
7. Act as an underwriter of securities issued by others, except to the extent
that a Fund may be considered an underwriter within the meaning of the 1933 Act,
as amended, in the disposition of portfolio securities.
8. Issue senior securities, except to the extent permitted under the Investment
Company Act of 1940.
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The following fundamental investment restriction is applicable to the Tax Free
Bond Fund only. The Tax Free Bond Fund must:
1. Invest at least 80% of the Fund's net assets in securities the interest on
which is exempt from regular federal income tax, except that the Fund may
temporarily invest more than 20% of its net assets in securities the interest
income on which may be subject to regular federal income tax.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
In addition to the Trust's fundamental investment restrictions, the
Trustees of the Trust have voluntarily adopted certain policies and restrictions
which are observed in the conduct of the affairs of the Funds. These represent
intentions of the Trustees based upon current circumstances. They differ from
fundamental investment policies in that the following additional investment
restrictions may be changed or amended by action of the Trustees without
requiring prior notice to or approval of shareholders.
Unless otherwise indicated, all percentage limitations apply to each Fund
on an individual basis, and apply only at the time a transaction is entered
into. Accordingly, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in the percentage which results from a
relative change in values or from a change in a Fund's net assets will not be
considered a violation.
The following are non-fundamental restrictions of the Capital
Appreciation Fund, Convertible Fund, Government Fund, High Yield Corporate Bond
Fund, Money Market Fund, Tax Free Bond Fund, Total Return Fund and Value Fund.
Each of these Funds may not:
(a) purchase from or sell portfolio securities of a Fund to any of
the officers or Trustees of the Trust, its investment advisers, its
principal underwriter or the officers, or directors of its Sub-Advisers
or principal underwriter;
(b) invest more than 10% of the net assets of a Fund (taken at
market value at the time of the investment) in "illiquid securities,"
illiquid securities being defined to include securities subject to legal
or contractual restrictions on resale (other than restricted securities
eligible for resale pursuant to Rule 144A or Section 4(1) under the
Securities Act of 1933 determined to be liquid pursuant to guidelines
adopted by the Board), repurchase agreements maturing in more than seven
days, certain options traded over the counter that a
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Fund has written, securities for which market quotations are not available, or
other securities which legally or in the opinion of the Sub-Adviser are deemed
illiquid;
(c) purchase the securities of other investment companies, except to the
extent permitted by the 1940 Act or in connection with merger, consolidation,
acquisition or reorganization;
(d) invest in other companies for the purpose of exercising control or
management;
(e) purchase securities on margin except in connection with arbitrage
transactions or make short sales, unless by virtue of its ownership of other
securities, it has the right to obtain securities equivalent in kind and amount
to the securities sold, except that the Trust may obtain such short-term credits
as may be necessary for the clearance of purchases and sales of securities and
in connection with transactions involving forward foreign currency exchange
contracts;
(f) purchase or sell any put or call options or any combination thereof,
except that the Trust may purchase and sell or write (i) options on any futures
contracts into which it may enter, (ii) put and call options on currencies,
securities indexes and covered put and call options on securities, and (iii) may
also engage in closing purchase transactions with respect to any put and call
option position it has entered into; and except that the Government Fund may not
write any covered put options on U.S. government securities if, as a result,
more than 50% of its total assets (taken at current value) would be subject to
put options written by such Fund; or
(g) purchase, with respect to the Government Fund, any call option, long
futures contract or long option on a futures contract if, at the date of
purchase, realized net losses from such transactions during the fiscal year to
date exceed 5% of such Fund's average net assets during such period.
The following are non-fundamental restrictions of the California Tax Free Fund,
Equity Index Fund and New York Tax Free Fund:
(a) A Fund may not purchase the securities of other investment companies
except to the extent permitted by the
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1940 Act or in connection with a merger, consolidation or reorganization.
(b) The Funds may not invest more than 10% of the net assets of a
Fund (taken at market value at the time of the investment) in "illiquid
securities," illiquid securities being defined to include securities
subject to legal or contractual restrictions on resale (other than
restricted securities eligible for resale pursuant to Rule 144A or
Section 4(1) under the Securities Act of 1933 determined to be liquid
pursuant to guidelines adopted by the Board).
(c) A Fund may not invest in other companies for the purpose of
exercising control or management.
(d) A Fund may not purchase securities on margin, except in
connection with arbitrage transactions, or make short sales, unless it
owns the securities sold short or it has the right to obtain securities
equivalent in kind and amount to the securities sold, except that the
Trust may obtain such short-term credits as may be necessary for the
clearance of purchases and sales of securities. (This restriction has no
application to transactions in futures, options and foreign currency
exchange contracts).
The following are non-fundamental restrictions of the International Bond
Fund, International Equity Fund, Strategic Income Fund and Strategic Value Fund:
(a) As an operating policy, a Fund may not sell securities short,
except for covered short sales or unless it owns or has the right to
obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in options, futures and forward
contracts are deemed not to constitute short sales of securities.
(b) As an operating policy, a Fund may not purchase securities on
margin, except that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute the purchase of securities on margin. This
restriction is not applicable to the Strategic Income Fund.
(c) As an operating policy, a Fund may not invest in securities
which are not readily marketable, or the disposition of which is
restricted under federal securities laws (collectively, "illiquid
securities"), other than Rule
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144A securities or Section 4(2) commercial paper determined to be liquid
pursuant to guidelines adopted by the Trust's Board of Trustees if, as a
result, more than 15% of the Fund's net assets would be invested in
illiquid securities. A Fund may not invest more than 15% of its net
assets in repurchase agreements providing for settlement in more than
seven days, or in other instruments which for regulatory purposes or in
the Sub-Adviser's opinion may be deemed to be illiquid, such as a certain
portion of options traded in the over-the-counter market, and securities
being used to cover options a Fund has written.
(d) As an operating policy, a Fund may not purchase the securities
of other investment companies, except to the extent permitted by the 1940
Act or in connection with a merger, consolidation, acquisition or
reorganization.
The following are non-fundamental restrictions of the MAP Equity Fund,
Blue Chip Growth Fund, Research Value Fund, Small Cap Value Fund, Growth
Opportunities Fund, Small Cap Growth Fund, Equity Income Fund and Global High
Yield Fund:
(a) As an operating policy, a Fund may not sell securities short, except
for covered short sales or unless it owns or has the right to obtain securities
equivalent in kind and amount to the securities sold short, and provided that
transactions in options, futures and forward contracts are deemed not to
constitute short sales of securities.
(b) As an operating policy, a Fund may not purchase securities on margin,
except that the Fund may obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin payments in connection with
futures contracts and options on futures contracts shall not constitute the
purchase of securities on margin.
(c) As an operating policy, a Fund may not invest in securities which are
not readily marketable, or the disposition of which is restricted under federal
securities laws (collectively, "illiquid securities"), other than Rule 144A
securities and Section 4(2) commercial paper determined to be liquid pursuant to
guidelines adopted by the Trust's Board of Trustees if, as a result, more than
15% of the Fund's net assets would be invested in illiquid securities. A Fund
may not invest more than 15% of its net assets in repurchase agreements
providing for settlement in more than seven days, or in other instruments which
for regulatory purposes or in the Sub- Adviser's opinion may be deemed to be
illiquid, such as a
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certain portion of options traded in the over-the-counter market, and securities
being used to cover options a Fund has written.
(d) As an operating policy, a Fund may not purchase the securities of
other investment companies except to the permitted by the 1940 Act in connection
with a merger, consolidated, acquisition, or reorganization.
"Value" for the purposes of all investment restrictions shall mean the
value used in determining a Fund's net asset value.
In addition, though not a fundamental policy, the California Tax Free and
New York Tax Free Funds will not sell securities short, except that each Fund
reserves the right to sell securities short "against the box."
In addition, though not a fundamental policy, the Equity Index Fund may
not engage in arbitrage transactions, nor may it purchase warrants (excluding
those acquired by the Equity Index Fund in units or attached to securities), nor
will the Equity Index Fund sell securities short or buy on margin, except that
the Fund reserves the right to sell securities short "against the box."
The Trustees have the ultimate responsibility for determining whether
specific securities are liquid or illiquid. The Trustees have delegated the
function of making day-to-day determinations of liquidity to the Sub-Advisers,
pursuant to guidelines approved by the Trustees.
Each Sub-Adviser takes into account a number of factors in determining
whether a Rule 144A security being considered for purchase by a Fund is liquid,
including at least the following:
(i) the frequency and size of trades and quotes for the Rule 144A
security relative to the size of the Fund's holding;
(ii) the number of dealers willing to purchase or sell the 144A security
and the number of other potential purchasers;
(iii) dealer undertakings to make a market in the 144A security; and
(iv) the nature of the 144A security and the nature of the market for the
144A security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of transfer).
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To the extent that the market for a Rule 144A security changes, a Rule
144A security originally determined to be liquid upon purchase may be determined
to be illiquid.
To make the determination that an issue of 4(2) commercial paper is
liquid, a Sub-Adviser must conclude that the following conditions have been met:
(a) the 4(2) commercial paper is not traded flat or in default as to
principal or interest;
(b) the 4(2) commercial paper is rated:
(i) in one of the two highest rating categories by at least two
nationally recognized statistical rating organizations ("NRSROs");or
(ii) if only one NRSRO rates the security, the 4(2) commercial paper is
rated in one of the two highest rating categories by that NRSRO; or
(iii) if the security is unrated, the Sub-Adviser has determined that the
security is of equivalent quality based on factors commonly used by rating
agencies; and
(c) there is a viable trading market for the specific security, taking
into account all relevant factors (e.g., whether the security is the subject of
a commercial paper program that is administered by an issuing and paying agent
bank and for which there exists a dealer willing to make a market in the
security, the size of trades relative to the size of the Fund's holding or
whether the 4(2) commercial paper is administered by a direct issuer pursuant to
a direct placement program).
TRUSTEES AND OFFICERS
The Board of Trustees oversees the Funds, the Manager and the
Sub-Advisers. Information pertaining to the Trustees and officers of the Trust
is set forth below. Trustees deemed to be "interested persons" of the Trust for
purposes of the 1940 Act are indicated by an asterisk.
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<TABLE>
<S> <C> <C>
PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE POSITION(S) WITH TRUST DURING PAST 5 YEARS
- --------------------- ---------------------- -------------------
Richard M. Kernan,Jr.* Chairman and Director of MainStay VP Series
51 Madison Avenue Trustee Fund, Inc. From January 1987 to
New York, NY 10010 present; Chairman of the board
Age: 58 and Chief Executive Officer of
MainStay VP Series Fund, Inc.
From August 1989 to present;
Executive Vice President and
Chief Investment Officer of New
York Life Insurance Company from
March 1995 to present; Executive
Vice President prior thereto;
Member of the Board of Directors
of New York Life Insurance
Company from November 1996 to
present and Chairman of the
Investment Committee from
January 1997 to present; and
Director, MacKay Shields Financial
Corporation, 1988 to present; and
Director, Express Scripts, 1992-
present.
Stephen C. Roussin* President, Chief Director and Chairperson,
51 Madison Avenue Executive Officer MainStay Institutional Funds,
New York, NY 10010 and Trustee Inc., 1997 to present; Senior
Age: 35 Vice President, New York Life
Insurance Company, 1997 to present;
Senior Vice President, Smith Barney,
1994 to 1997; and Division Sales
Manager, Prudential Securities,
1989 to 1994.
Mark Gordon* Trustee Senior Vice President, New York
51 Madison Avenue Life Insurance Company, 1998-
New York, NY 10010 present; President, NYLIFE
Age: 45 Distributors Inc., 1998-present;
Senior Vice President, Seligman
Financial Services, 1995-1998,
Senior Vice President, Directors of
Investments, AG Edwards, 1994- 1995.
</TABLE>
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<TABLE>
<S> <C> <C>
Harry G. Hohn* Trustee Retired Chairman and Chief
51 Madison Avenue Executive Officer, New York Life
New York, NY 10010 Insurance Company; Chairman of
Age: 67 the Board and Chief Executive
Officer, New York Life Insurance Company,
1990 to 1997; Vice Chairman of the Board,
New York Life Insurance Company, 1986
to 1990; Director, New York Life Insurance
Company, 1985 to present; Chairman of the
Board, American Council of Insurance,
1994 to 1995; Chairman of the Board,
Life Insurance Council of New York, 1996
to 1997; Director, Million Dollar
Roundtable Foundation, 1996 to 1997;
Director, Insurance Marketplace Standards
Association, 1996 to 1997; Director,
Witco Corporation, 1989 to present;
Member, International Advisory Board of
Credit Commercial de France, 1995 to
present; and a Life Fellow of the American
Bar Foundation.
Edward J. Hogan Trustee Rear Admiral U.S. Navy
Box 2321 (Retired); Independent
Sun Valley, ID 83353 Management Consultant, 1992 to
Age: 66 1997.
Nancy Maginnes Kissinger Trustee Member, Council of Rockefeller
Henderson Road University, New York, NY, 1991 to
South Kent, CT 06785 present; Trustee, Rockefeller
Age: 65 University, 1995 to present;
Trustee, Animal Medical Center, 1993 to
present; and Trustee, The Masters School,
1994 to present; Member, Board of
Overseers, Rockefeller Institute of Government,
Albany, NY, 1983-1992 (Board dissolved).
Terry L. Lierman Trustee President, Capitol Associates,
426 C Street, N.E. Inc., 1984 to present; Managing
Washington, D.C. 20002 Director, The Life Services Trust,
Age: 51 1998 to present; President,
Employee Health Programs, 1990 to present;
Vice Chairman, TheraCom Inc., 1994 to present;
Director, Harvard University, Pollin Institute,
1995 to present; Director, PeacePac, 1994 to
present; Commissioner, State of Maryland,
Higher Education Commission, 1995 to present;
Vice Chairman, National Organization on Fetal
Alcohol Syndrome, 1993 to present; Chief
Executive Officer, Medical Crisis Systems,
1997 to present; and Board Member, Hollings
Cancer Center, Medical University of South
Carolina, 1993 to present; Member, UNICEF
National Board, 1993 to present; Member,
UNICEF National Board, 1993 to present.
</TABLE>
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<TABLE>
<S> <C> <C>
John B. McGuckian Trustee Chairman of the Board, Ulster
Ardverna Television plc, 1990 to present;
Cloughmills Director, Ulster Television plc,
Northern Ireland 1970 to present; Chairman of the
BT4 49NL Board, Tedcastle Holding Ltd.
Age: 59 (energy), 1995 to present;
Director, Cooneen Textiles Ltd.
(clothing manufacturer), 1967 to
present; Director Allied Irish
Banks plc, 1977 to present; Director,
First Trust Bank, 1991 to present;
Director, Unidare plc (engineering),
1986 to present; Director, Irish
Continental Group plc (ferry operations),
1988 to present; Director, Harbour
Group Ltd. (management
company), 1980 to present;
Chairman, Industrial Development
Board, 1990 to 1997; and Chairman of
Senate and Senior Pro-Chancellor,
Queen's University, 1986 to present.
Donald E. Nickelson Trustee Vice Chairman, Harbour Group
1701 Highway A-1-A Industries, Inc., 1991 to
Suite 218 present; Director, PaineWebber
Vero Beach, FL 32963 Group, 1980 to 1993; President,
Age: 66 PaineWebber Group, 1988 to 1990;
Chairman of the Board, Paine Webber
Properties, 1985 to 1989; Director,
Harbour Group, 1986 to present;
Director, Sugen, Inc., 1992 to present;
Chairman of the Board, Omniquip
International, Inc., 1996 to present;
Director, Carey Diversified, L.L.C.,
January 1,1998 to present.
Donald K. Ross* Trustee Retired Chairman and Chief
953 Cherokee Lane Executive Officer, New York Life
Franklin Lakes, NJ 07417 Insurance Company; Director, New
Age: 73 York Life Insurance Company, 1978
to 1996; President, New York Life
Insurance Company, 1986 to 1990;
Chairman of the Board, New York
Insurance Company, 1981 to 1990;
New York Life Insurance Company,
1981 to 1990; Director, MacKay-
Shields Financial Corporation, 1984
to present; and Trustee, Consolidated
Edison Company of New York, Inc.,
1976 to 1998.
Richard S. Trutanic Trustee Managing Director, The Somerset
1155 Connecticut Ave. N.W. Group (financial advisory firm),
Suite 400 1990 to present; Chief Executive
Washington, DC 20036 Officer and President, Americap
Age: 46 L.L.C. (Financial Advisory Firm),
1997 to present; Senior Vice
President, Washington National
Investment Corporation (financial
advisory firm), 1985 to 1990;
Director, Allin Communications
Corporation, 1996 to 1997; and
Director and Member of Executive
Committee, Southern Net, Inc.,
1986 to 1990.
</TABLE>
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<PAGE> 320
<TABLE>
<S> <C> <C>
Jefferson C. Boyce Senior Vice Chairman, Monitor Capital
51 Madison Avenue President Advisors, Inc., 1977 to present;
New York, NY 10010 Senior Vice President, MainStay
Age: 40 Institutional Funds Inc., 1998 to
present; Senior Vice President,
New York Life Insurance Company,
1994 to present; Director, NYLIFE
Distributors Inc., 1993 to present;
and chief Administrative Officer,
Pensin, Mutual Funds, Structured
Finance, Corporate Quality, Human
Resources and Employees' health
Departments, New York Life Insurance
company, 1992 to 1994.
Anthony W. Polis Vice President and Vice President, New York Life
51 Madison Avenue Chief Financial Company Insurance Company, 1988 to
New York, NY 10010 present; Director, Vice
Age: 54 President and Chief Financial
Officer, NYLIFE Securities Inc.,
1988 to present; Vice President and
Chief Financial Officer, NYLIFE
Distributors Inc., 1993 to present;
Treasurer, MainStay Institutional Funds
Inc., 1990 to present; Treasurer,
MainStay VP Series Fund, Inc., 1993 to
present; Assistant Treasurer, MainStay
VP Series Fund, Inc., 1992 to 1993;
Vice President and Treasurer, Eclipse
Financial Asset Trust, 1992 to present;
Vice President and Chief Financial Officer,
Eagle Strategies Corp. (registered investment
adviser), 1993 to present.
Patrick J. Farrell Vice President Vice President, New York Life Insurance
51 Madison Avenue Company, 1996 to present; Assistant
New York, NY 10010 Treasurer, Member of the Dividend
Age: 39 Committee, The MainStay Funds, 1998 to
present.
</TABLE>
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<PAGE> 321
<TABLE>
<S> <C> <C>
Richard Zuccaro Tax Vice President Vice President, New York Life
51 Madison Avenue Insurance Company, 1995 to present;
New York, NY 10010 Vice President -- Tax, New York Life
Age: 48 Insurance Company, 1986 to 1995;
Tax Vice President, NYLIFE Securities
Inc., 1987 to present; Tax Vice
President, NAFCO, Inc., 1990 to present;
Tax Vice President, NYLIFE Depositary
Inc., 1990 to present; Tax Vice President,
NYLIFE Inc., 1990 to present; Tax Vice
President, NYLIFE Insurance Company of
Arizona, 1990 to present; Tax Vice
President, NYLIFE Realty Inc., 1991 to
present; Tax Vice President, NYLICO Inc.,
1991 to present; Tax Vice President, New
York Life Fund Inc., 1991 to present; Tax
Vice President, New York Life International
Investment, Inc., 1991 to present; Tax
Vice President, NYLIFE Equity Inc., 1991
to present; Tax Vice President, NYLIFE
Funding Inc., 1991 to present; Tax Vice
President, NYLCO Inc., 1991 to present; Tax
Vice President, MainStay VP Series Fund, Inc.,
1991 to present; Tax Vice President, CNP
Realty, 1991 to present; Tax Vice President,
New York Life MainStay Institutional Funds
Inc., 1992 to present; Tax Vice President,
NYLIFE Distributors, Inc., 1993 to
present; Vice President Assistant
Controller, New York Life.
</TABLE>
- -----------------------
*Messrs. Ross, Roussin, Gordon, Hohn and Kernan are deemed to be "interested
persons" of the Trust as that term is defined in the 1940 Act.
As indicated in the above table, certain Trustees and officers also hold
positions with MacKay-Shields, Monitor, New York Life Insurance Company, NYLIFE
Securities Inc. and/or NYLIFE Distributors Inc.
Effective August 1, 1998, the Independent Trustees of the Trust receive
from the Trust an annual retainer of $45,000 and a fee of $2,000 for each Board
of Trustees meeting and for each Board committee meeting attended and are
reimbursed for all out-of-pocket expenses related to attendance at such
meetings. Trustees who are affiliated with New York Life Insurance Company do
not receive compensation from the Trust.
For the fiscal year ended December 31, 1998, the Trustees received the
following compensation from the Trust and from certain other investment
companies (as indicated) that have the same investment advisers as the Trust or
an investment adviser that is an affiliated person of one of the Trust's
investment advisers:
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<PAGE> 322
<TABLE>
<CAPTION>
Aggregate Total Compensation
Name of Compensation From Registrant
Trustee from the Trust Paid to Trustees
- ------- -------------- ----------------
<S> <C> <C>
Edward J. Hogan $48,250 $48,250
Nancy M. Kissinger 48,250 48,250
Terry L. Lierman 48,250 48,250
Donald E. Nickelson 52,250 52,250
Richard s Trutanic 48,250 48,250
John B. McGuckian 48,250 48,250
</TABLE>
As of April 1, 1999, the Trustees and officers of the Trust as a group
owned less than 1% of the outstanding shares of any class of beneficial interest
of each of the Funds.
THE MANAGER, THE SUB-ADVISERS AND THE DISTRIBUTOR
MANAGEMENT AGREEMENT
Pursuant to the Management Agreement for the Funds, MainStay Management,
Inc. (the "Manager"), subject to the supervision of the Trustees of the Trust
and in conformity with the stated policies of the Funds, administers the Funds'
business affairs and has investment advisory responsibilities. MainStay
Management, Inc is a direct subsidiary of NYLIFE Inc. which is a direct
subsidiary of New York Life Insurance Company.
The Trustees, including the Independent Trustees, approved the Management
Agreement with respect to the Funds then in operation, as well as the Strategic
Value Fund, at an in-person meeting held July 28, 1997. On April 27, 1998, the
Trustees approved the Management Agreement with respect to the Blue Chip Growth
Fund, Research Value Fund, Small Cap Value Fund, Growth Opportunities Fund,
Small Cap Growth Fund, Equity Income Fund and Global High Yield Fund, and
approved the continuation of the Agreement with respect to the other Funds. On
October 24, 1997, the shareholders of each of the Funds other than the Strategic
Value Fund approved the Management Agreement. The Management Agreement for the
Strategic Value Fund was approved by the Fund's sole shareholder on October 21,
1997. On May 29, 1998, the sole initial shareholder of Blue Chip Growth Fund,
Research Value Fund, Small Cap Value Fund, Growth Opportunities Fund, Small Cap
Growth Fund, Equity Income Fund and Global High Yield Fund approved the
Management Agreement with respect to those Funds. The Management Agreement will
remain in effect for two years following its effective date,
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<PAGE> 323
and will continue in effect thereafter only if such continuance is specifically
approved at least annually by the Trustees or by vote of a majority of the
outstanding voting securities of each of the Funds (as defined in the 1940 Act
and the rules thereunder) and, in either case, by a majority of the Trustees who
are not "interested persons" of the Trust or the Manager (as the term is defined
in the 1940 Act).
The Manager has authorized any of its directors, officers and employees
who have been elected or appointed as Trustees or officers of the Trust to serve
in the capacities in which they have been elected or appointed.
The Management Agreement provides that the Manager shall not be liable to
a Fund for any error or judgment by the Manager or for any loss sustained by a
Fund except in the case of the Manager's willful misfeasance, bad faith, gross
negligence or reckless disregard of duty. The Management Agreement also provides
that it shall terminate automatically if assigned and that it may be terminated
without penalty by either party upon no more than 60 days' nor less than 30
days' written notice.
In connection with its administration of the business affairs of each of
the Funds, and except as indicated in the Prospectus under the heading "Manager,
Sub-Advisers and Distributor," the Manager bears the following expenses:
(a) the salaries and expenses of all personnel of the Trust and the
Manager, except the fees and expenses of Trustees not affiliated with the
Manager or a Sub-Adviser;
(b) the fees to be paid to the Sub-Advisers pursuant to the Sub-Advisory
Agreements; and
(c) all expenses incurred by the Manager in connection with administering
the ordinary course of the Funds' business, other than those assumed by the
Trust.
SUB-ADVISORY AGREEMENTS
Pursuant to the Sub-Advisory Agreements between the Manager and Monitor
Capital Advisors, Inc. ("Monitor") with respect to the Equity Index Fund;
between the Manager and Gabelli Asset Management ("GAMCO") with respect to the
Blue Chip Growth Fund; between the Manager and John A. Levin & Co., Inc. ("John
A. Levin & Co.") with respect to the Research Value Fund; between the Manager
and Dalton Greiner, Hartman, Maher & C. ("DGHM") with respect to the Small Cap
Value Fund; between the Manager and
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<PAGE> 324
Madison Square Advisors, Inc. ("Madison Square Advisors") with respect to the
Growth Opportunities Fund; between the Manager and Markston International LLC
("Markston") with respect to the MAP Equity Fund; and between the Manager and
MacKay Shields Financial Corporation ("MacKay-Shields") with respect to the
remaining 17 Funds (each a "Sub-Adviser" and collectively the "Sub-Advisers");
each of the Sub-Advisers, subject to the supervision of the Trustees of the
Trust the Manager in conformity with the stated policies of each of the Funds
and the Trust, manage the Funds' portfolios, including the purchase, retention,
disposition and loan of securities. As compensation for services, the Manager,
not the Funds, pays the Fund's Sub-Advisers a monthly fee calculated on the
basis of each Fund's average daily net assets during the preceding month at the
following annual rates:
<TABLE>
<S> <C>
Annual Rate
Blue Chip Growth Fund 0.50%(1)
California Tax Free Fund 0.25%(2)
Capital Appreciation Fund 0.36%(2)
Convertible Fund 0.36%(2)
Equity Income Fund 0.35%(2)
Equity Index Fund 0.10%
Global High Yield Fund 0.35%(2)
Government Fund 0.30%(2)
Growth Opportunities Fund 0.35%
High Yield Corporate Bond 0.30%(2)
Fund
International Bond Fund 0.45%(2)(3)
International Equity Fund 0.60%(2)
MAP Equity Fund 0.45%(4)
Money Market Fund 0.25%(2)(5)
New York Tax Free Fund 0.25%(2)
Research Value Fund 0.425%(6)
Small Cap Growth Fund 0.50%(2)
Small Cap Value Fund 0.50%(7)
Strategic Income Fund 0.30%(2)
Strategic Value Fund 0.375%(2)
Tax Free Bond Fund 0.30%(2)
Total Return Fund 0.32%(2)
Value Fund 0.36%(2)(8)
</TABLE>
- -------------------
(1) Up to $500 million. For the period June 1, 1998 to May 31, 2001, only
0.40% on assets over $500 million, to be reviewed prior to June 1, 2001.
(2) To the extent that the Manager has agreed to voluntarily waive all or a
portions of its fee or reimburse expenses or has established fee
breakpoints, the Sub-Adviser has voluntarily agreed to do so
proportionately.
(3) The Sub-Adviser has voluntarily agreed to waive a portion of its fee
until such time as the International Bond Fund reaches $50 million in net
assets.
(4) Up to $250 million; 0.40% from $250 million to $500 million; and 0.35% in
excess of $500 million.
(5) Up to $300 million; 0.225% from $300 million to $700 million; 0.20% from
$700 million to $1.0 billion; and 0.175% in excess of $1.0 billion.
(6) Up to $250 million; 0.3825% from $250 million to $500 million; and 0.34%
in excess of $500 million.
(7) Up to $250 million; 0.45% from $250 million to $500 million; and 0.40% in
excess of $500 million.
(8) Up to $200 million; 0.325% from $200 million to $500 million; and 0.25%
in excess of $500 million.
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<PAGE> 325
The Trustees, including the Independent Trustees, approved the
Sub-Advisory Agreements with MacKay-Shields and Monitor with respect to the
Funds then in operation, as well as the Strategic Value Fund, at an in-person
meeting held July 28, 1997. On April 27, 1998, the Trustees approved the
Sub-Advisory Agreement with GAMCO on behalf of the Blue Chip Growth Fund, the
Sub- Advisory Agreement with John A. Levin & Co. on behalf of the Research Value
Fund, the Sub-Advisory Agreement with DGHM on behalf of the Small Cap Value
Fund, the Sub-Advisory Agreements with Madison Square Advisors on behalf of the
Growth Opportunities Fund, and the Sub-Advisory Agreement with MacKay-Shields on
behalf of Small Cap Growth Fund, Equity Income Fund and Global High Yield Fund.
On that date, the Trustees also approved the continuation of the Sub-Advisory
Agreements previously approved for the other funds. On October 24, 1997, the
shareholders of each of the Funds other than the Strategic Value Fund approved
the Sub-Advisory Agreements with MacKay-Shields and Monitor. The Sub-Advisory
Agreement with respect to the Strategic Value Fund was approved by that Fund's
sole shareholder on October 21, 1998. On May 29, 1998 the sole initial
shareholder of Blue Chip Growth Fund, Research Value Fund, Small Cap Value Fund,
Growth Opportunities Fund, Small Cap Growth Fund, Equity Income Fund and Global
High Yield Fund approved the Sub-Advisory Agreements with respect to those
Funds. The Sub-Advisory Agreements will remain in effect for two years following
their effective dates, and will continue in effect thereafter only if such
continuance is specifically approved at least annually by the Trustees or by
vote of a majority of the outstanding voting securities of each of the Funds (as
defined in the 1940 Act and the rules thereunder) and, in either case, by a
majority of the Trustees who are not "interested persons" of the Trust, the
Manager, or any Sub-Adviser (as the term is defined in the 1940 Act).
The Sub-Advisers have authorized any of their directors, officers and
employees who have been elected or appointed as Trustees or officers of the
Trust to serve in the capacities in which they have been elected or appointed.
In connection with the services they render, the Sub-Advisers bear the salaries
and expenses of all of their personnel.
The Sub-Advisory Agreements provide that the Sub-Advisers shall not be
liable to a Fund for any error of judgment by a Sub-Adviser or for any loss
suffered by a Fund except in the case of the Sub- Adviser's willful misfeasance,
bad faith, gross negligence or reckless disregard of duty. The Sub-Advisory
Agreements also provide that they shall terminate automatically if assigned and
that they may be terminated without penalty by either party upon no more than 60
days' nor less than 30 days' written notice.
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<PAGE> 326
For fiscal year ended December 31, 1998 and the period from October 27,
1997 through December 31, 1997, the amount of the Management fee paid and waived
and/or reimbursed by each Fund; the amount of the Sub-Advisory fee paid by the
Manager from the Management fee; and the amount of the Sub-Advisory fee waived
and/or reimbursed were as follows (the Blue Chip Growth Fund, Research Value
Fund, Small Cap Value Fund, Growth Opportunities Fund, Small Cap Growth Fund,
Equity Income Fund and Global High Yield Fund had not commenced operations as of
December 31, 1997):
YEAR ENDED 12/31/98
<TABLE>
<CAPTION>
MANAGEMENT
FEE WAIVED SUB-ADVISORY
AND/OR FEE WAIVED
MANAGEMENT ------ SUB-ADVISORY AND/OR
FUND FEE PAID* REIMBURSED FEE PAID* REIMBURSED
- ---- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Blue Chip Growth Fund $189,170 $ - $94,585 $ -
California Tax Free Fund 92,717 45,570 46,359 22,785
Capital Appreciation Fund 13,345,757 4,592,655 6,672,879 3,296,327
Convertible Fund 6,025,907 - 9,012,954 -
Equity Income Fund 49,143 - 24,572 -
Equity Index Fund+ 2,866,599 172,008 606,121 -
Global High Yield Fund 28,467 11,387 14,324 5,693
Government Fund 3,741,658 - 1,870,829 -
Growth Opportunities Fund 70,044 - 35,022 -
High Yield Corporate Bond Fund 20,579,090 1,598,099 10,289,545 799,049
International Bond Fund 134,025 100,518 83,766 67,012
International Equity Fund 906,887 - 594,132 -
Money Market Fund 1,189,726 1,107,346 544,863 553,673
New York Tax Free Fund 35,333 70,678 17,667 35,339
Research Value Fund 61,472 - 30,736 -
Small Cap Growth Fund 136,799 - 68,400 -
Small Cap Value Fund 95,249 - 47,625 -
Strategic Income Fund++ 424,136 30,927 212,068 15,463
Strategic Value Fund 382,133 - 191,067 -
Tax Free Bond Fund 2,904,883 - 1,452,442 -
Total Return Fund 8,761,932 371,167 4,380,966 185,583
Value Fund 8,378,478 - 4,189,239 -
</TABLE>
* After expense reimbursement or waiver.
+ The Equity Index Fund's expense limitation was terminated April 1, 1998.
++ Effective February 28, 1998, the Strategic Income Fund's expense cap was
terminated.
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<PAGE> 327
10/27/97 - 12/31/97
<TABLE>
<CAPTION>
MANAGEMENT SUB-ADVISORY
FEE WAIVED FEE WAIVED
MANAGEMENT AND/OR SUB-ADVISORY AND/OR
FUND FEE PAID* REIMBURSED FEE PAID* REIMBURSED
- ------------------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
California Tax Free Fund $ 22,562 $ -- $ 11,281 $ --
Capital Appreciation Fund 1,996,154 -- 998,077 --
Convertible Fund 1,210,730 -- 605,365 --
Equity Index Fund+ 149,354 223,441 74,559 --
Government Fund 712,902 -- 356,451 --
High Yield Corporate Bond Fund 3,590,202 -- 1,795,101 --
International Bond Fund 24,178 18,134 15,111 12,089
International Equity Fund 145,829 -- 87,497 --
Money Market Fund 165,694 205,316 82,847 102,658
New York Tax Free Fund 11,863 5,413 5,932 2,707
Strategic Income Fund++ -- 74,218 -- 37,109
Strategic Value Fund++ 23,276 -- 11,638 --
Tax Free Bond Fund 533,914 -- 266,957 --
Total Return Fund 1,431,434 -- 715,717 --
Value Fund 1,479,934 -- 739,967 --
</TABLE>
* After expense reimbursement or waiver.
+ The Equity Index Fund's expense limitation was terminated April 1, 1998.
++ The Strategic Income Fund commenced operations on February 28, 1997.
Effective February 28, 1998, the Fund's expense cap was terminated. The
Strategic Value Fund commenced operations on October 21, 1997.
In previous years, prior to a change in management structure, each Fund
paid an advisory fee directly to MacKay-Shields or Monitor. For the period from
January 1,1997 through October 26, 1997 and the fiscal year ended December 31,
1996, the amount of the advisory fee paid and waived and/or reimbursed, by each
Fund to MacKay-Shields or Monitor was as follows:
<TABLE>
<CAPTION>
PERIOD ENDED 10/26/97 YEAR ENDED 12/31/96
--------------------- -------------------
ADMINISTRA-
TION FEE ADMINISTRATION
ADMINISTRA- WAIVED ADMINISTRA- FEE WAIVED
TION FEE AND/OR TION FEE AND/OR
REIMBURSED PAID* REIMBURSED PAID* REIMBURSED
---- ---------- ----- ----------
<S> <C> <C> <C> <C>
California Tax Free Fund $ 44,678 $ 2,589 $ 45,307 $ 11,228
Capital Appreciation Fund 3,934,494 -- 3,429,258 --
Convertible Fund 2,710,393 -- 2,444,000 --
Equity Index Fund 256,066 -- 163,785 --
Government Fund 1,760,807 -- 2,643,801 --
High Yield Corporate Bond Fund 6,921,965 -- 5,816,110 --
International Bond Fund 65,696 52,556 68,489 54,933
International Equity Fund 384,003 -- 342,100 --
Money Market Fund 407,638 396,862 397,071 473,155
New York Tax Free Fund 25,025 13,579 29,457 19,911
Strategic Income Fund+ 61,282 40,291 N/A N/A
Strategic Value Fund+ N/A N/A N/A N/A
Tax Free Bond Fund 1,217,473 -- 1,579,820 --
Total Return Fund 3,025,045 -- 3,087,111 --
Value Fund 2,976,469 -- 2,682,642
</TABLE>
+ The Strategic Income Fund commenced operations on February 28, 1997. The
Strategic Value Fund commenced operations on October 21, 1997.
* After expense reimbursement or waiver.
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<PAGE> 328
In previous years, prior to a change in management structure, each Fund
paid an administrative fee directly to NYLIFE Distributors Inc. as
administrator. For the period from January 1, 1997 through October 26, 1997 and
the fiscal year ended December 31, 1996, the amount of the administration fee
paid and waived and/or reimbursed by each Fund was as follows:
<TABLE>
<CAPTION>
PERIOD ENDED 10/26/97 YEAR ENDED 12/31/96
--------------------- -------------------
ADMINISTRA-
TION FEE ADMINISTRATION
ADMINISTRA WAIVED ADMINISTRA- FEE WAIVED
TION FEE AND/OR TION FEE AND/OR
REIMBURSED PAID* REIMBURSED PAID* REIMBURSED
----- ---------- ----- ----------
<S> <C> <C> <C> <C>
California Tax Free Fund $44,678 $2,589 $ 45,307 $11,228
Capital Appreciation Fund 3,934,494 -- 3,429,258 --
Convertible Fund 2,710,393 -- 2,444,000 --
Equity Index Fund 605,767 418,496 365,118 290,022
Government Fund 1,760,807 -- 2,643,801 --
High Yield Corporate Bond Fund 6,921,965 -- 5,816,110 --
International Bond Fund 39,417 26,278 41,100 27,467
International Equity Fund 256,002 -- 228,066 --
Money Market Fund 407,638 396,862 397,071 473,155
New York Tax Free Fund 25,025 13,579 29,457 19,911
Strategic Income Fund+ 61,282 40,291 N/A N/A
Strategic Value Fund+ N/A N/A N/A N/A
Tax Free Bond Fund 1,217,473 -- 1,579,820 --
Total Return Fund 3,025,045 -- 3,087,111 --
Value Fund 2,976,469 -- 2,682,642 --
</TABLE>
+ The Strategic Income Fund commenced operations on February 28, 1997. The
Strategic Value Fund commenced operations on October 21, 1997.
* After expense reimbursement or waiver.
DISTRIBUTION AGREEMENT
NYLIFE Distributors Inc. serves as the Trust's distributor and principal
underwriter (the "Distributor")pursuant to a Distribution Agreement dated
January 1, 1994. Prior to that time NYLIFE Securities Inc. ("NYLIFE
Securities"), an affiliated company, had acted as principal underwriter. NYLIFE
Securities sells shares of the Funds pursuant to a dealer agreement with the
Distributor. The Distributor and other broker-dealers will pay commissions to
salesmen as well as the cost of printing and mailing prospectuses to potential
investors and of any advertising incurred by them in connection with their
distribution of Trust shares. In addition, the Distributor will pay for a
variety of account maintenance and personal services to shareholders after the
sale. The Distributor is not obligated to sell any specific amount of the
Trust's shares, and receives no compensation from the Trust pursuant to the
Distribution Agreement. The Distributor receives sales loads and distribution
plan payments.
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<PAGE> 329
The Trust anticipates making a continuous offering of its shares,
although it reserves the right to suspend or terminate such offering at any time
with respect to any Fund or class or group of Funds or classes. The Distribution
Agreement was most recently approved by the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as the term is
defined in the 1940 Act) of the Trust or the Distributor nor have any direct or
indirect financial interest in the operation of the distribution plan or in any
related agreement (the "Independent Trustees") at a meeting held on October 25,
1993. The Distribution Agreement for the International Bond Fund and the
International Equity Fund was approved by the Trustees, including a majority of
the Independent Trustees, at a meeting held on July 25, 1994. The Distribution
Agreement for the Strategic Income Fund was approved by the Trustees, including
a majority of the Independent Trustees at a meeting held on January 27, 1997.
The Distribution Agreement for the Strategic Value Fund was approved by the
Trustees, including a majority of the Independent Trustees, at a meeting held on
July 28, 1997. The Distribution Agreement for the Blue Chip Growth Fund,
Research Value Fund, Small Cap Value Fund, Growth Opportunities Fund, Small Cap
Growth Fund, Equity Income Fund and Global High Yield Fund was approved by the
Trustees, including a majority of the Independent Trustees, on April 27, 1998.
On that date, Distribution Agreements for the other Funds were reapproved by the
Trustees, including a majority of the Independent Trustees. The Distribution
Agreement for the MAP Equity Fund was approved by the Trustees, including a
majority of the Independent Trustees, at a meeting held on March 15, 1999.
After an initial two-year period, the Distribution Agreements are subject
to annual approval by the Board of Trustees. The Distribution Agreements are
terminable with respect to a Fund at any time, without payment of a penalty, by
vote of a majority of the Trust's Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust, upon 60 days' written notice to the
Distributor, or by vote of a majority of the outstanding voting securities of
that Fund, upon 60 days' written notice to the Trust. The Distribution
Agreements will terminate in the event of their assignment.
DISTRIBUTION PLANS
Each of the Funds (except the Money Market Fund and the Equity Index
Fund, which does not offer Class B or Class C shares) has adopted separate plans
of distribution pursuant to Rule 12b-1 under the 1940 Act for each class of
shares of each Fund (the "Class A Plans," the "Class B Plans," the "Class C
Plans" and, collectively, the "Plans"). Under the Plans, a class of shares of a
Fund pays distribution and/or service fees to the Distributor as
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<PAGE> 330
compensation for distribution and/or service activities related to that class of
shares and its shareholders. Because these fees are paid out of a Fund's assets
on an on-going basis, over time these fees will increase the cost of an
investment and may cost a shareholder more than paying other types of sales
charges. Each Plan provides that the distribution and/or service fees are
payable to the Distributor regardless of the amounts actually expended by the
Distributor. Authorized distribution expenses include the Distributor's interest
expense and profit. The Distributor anticipates that its actual expenditures
will substantially exceed the distribution fee received by it during the early
years of the operation of a Plan. For example, the Distributor will advance to
dealers who sell Class B shares of the Funds an amount equal to 4% of the
aggregate net asset value of the shares sold. In addition, with respect to Class
A and Class B shares, the Distributor may pay dealers an ongoing annual service
fee equal to 0.25% of the aggregate net asset value of shares held by investors
serviced by the dealer.
The Distributor will advance to dealers who sell Class C shares of the
Funds an amount equal to 1% of the aggregate net asset value of the shares sold.
After the first full year of a Class C investment, the Distributor may make
payments quarterly to dealers in an amount up to 1.00% (0.50% for the California
Tax Free, New York Tax Free and Tax Free Bond Funds) on an annualized basis of
the average net asset value of the Class C shares which are attributable to
shareholders for whom the dealers are designated as dealers of record.
In later years, its expenditures may be less than the distribution fee,
thus enabling the Distributor to realize a profit in those years.
If the Plans for the Funds are terminated, the Funds will owe no payments
to the Distributor other than fees accrued but unpaid on the termination date.
Plans may be terminated only by specific action of the Board of Trustees or
shareholders.
Plan revenues may be used to reimburse third parties which provide
various services to shareholders who are participants in various retirement
plans. These services include aggregating and processing purchase and redemption
orders for participant shareholders, processing dividend payments, forwarding
shareholder communications, and recordkeeping. Persons selling or servicing
different classes of shares of the Funds may receive different compensation with
respect to one particular class of shares as opposed to another in the same
Fund. The Distributor, at its expense, also may from time to time provide
additional promotional incentives to dealers who sell Fund shares.
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<PAGE> 331
Under the Class A Plans, Class A shares of each Fund pay the Distributor
a monthly fee at the annual rate of 0.25% of the average daily net assets of
each Fund's Class A shares for distribution or service activities, as designated
by the Distributor.
As noted above, the Class B shares of each Fund (except the Money Market
Fund and the Equity Index Fund, which does not offer Class B shares) also have
adopted Rule 12b-1 distribution plans.
Under the current Class B plans, each Fund's Class B shares pay a monthly
distribution fee to the Distributor at the annual rate of 0.75% (0.25% in the
case of the California Tax Free Fund, New York Tax Free Fund and the Tax Free
Bond Fund) of the average daily net assets attributable to the Fund's Class B
shares. Pursuant to the Class B Plan, the Class B shares also pay a service fee
to the Distributor at the annual rate of 0.25% of the average daily net assets
of the Funds' Class B shares.
The Class C shares of each Fund (except the Money Market Fund and the
Equity Index Fund, which does not offer Class C shares) also have adopted Rule
12b-1 distribution plans.
Under the Class C plans, each Fund's Class C shares pay a monthly
distribution fee to the Distributor at the annual rate of 0.75% (0.50% in the
case of the California Tax Free Fund, New York Tax Free Fund and the Tax Free
Bond Fund) of the average daily net assets attributable to the Fund's Class C
shares. Pursuant to the Class C Plans, the Class C shares also pay a service fee
to the Distributor at the annual rate of 0.25% of the average daily net assets
of the Funds' Class C shares.
CLASS I SHARES DO NOT HAVE A 12b-1 PLAN.
Each Plan shall continue in effect from year to year, provided such
continuance is approved annually by a vote of the Trustees in the manner
described above. No Plan may be amended to increase materially the amount to be
spent for the services described therein without approval of the shareholders of
the affected class of shares of a Fund, and all material amendments of each Plan
must also be approved by the Trustees in the manner described above. Each Plan
may be terminated at any time, without payment of any penalty, by vote of a
majority of the Independent Trustees, or by a vote of a majority of the
outstanding voting securities of the affected Fund (as defined in the 1940 Act)
on not more than 30 days' written notice to any other party to the Plan. So long
as any Plan is in effect, the selection and nomination of Trustees who are not
such interested persons has been committed to those Trustees who are not such
interested persons. The Trustees have
156
<PAGE> 332
determined that, in their judgment, there is a reasonable likelihood that each
Plan will benefit the respective Fund and its shareholders. Pursuant to the
Class A, Class B and Class C Plans, the Distributor shall provide the Trust for
review by the Trustees, and the Trustees shall review at least quarterly, a
written report of the amounts expended under each Plan and the purpose for which
such expenditures were made. In the Trustees' quarterly review of each Plan,
they will consider its continued appropriateness and the level of compensation
provided therein.
Pursuant to a rule of the National Association of Securities Dealers,
Inc., the amount which a Fund may pay for distribution expenses, excluding
service fees, is limited to 6.25% of the gross sales of the Fund's shares since
inception of the Fund's Plan, plus interest at the prime rate plus 1% per annum
(less any contingent deferred sales charges paid by shareholders to the
Distributor or distribution fee (other than service fees) paid by the Funds to
the Distributor).
For the fiscal year ended December 31, 1998, the Funds paid distribution
and service fees pursuant to the Class A, Class B and Class C Plans as follows
(Class C shares were not offered prior to September 1, 1998):
<TABLE>
<CAPTION>
AMOUNT OF FEE AMOUNT OF FEE AMOUNT OF FEE
PURSUANT TO PURSUANT TO PURSUANT TO
CLASS A PLAN CLASS B PLAN CLASS C PLANS +
------------ ------------ ---------------
<S> <C> <C> <C>
Blue Chip Growth Fund............. $ 19,546 $ 110,695 $ 255
California Tax Free Fund.......... 46,921 44,446 --
Capital Appreciation Fund......... 713,699 22,059,032 1,492
Convertible Fund.................. 140,235 7,808,334 1
Equity Income Fund................ 13,799 15,005 2
Equity Index Fund................. 1,519,304 N/A N/A
Global High Yield Fund............ 11,488 10,923 12
Government Fund................... 47,334 6,046,833 180
Growth Opportunities Fund......... 15,350 38,662 1
High Yield Corporate Bond
Fund.............................. 678,256 34,240,975 11,916
International Bond Fund........... 35,903 191,552 1
International Equity Fund......... 50,725 704,194 14
Money Market Fund................. N/A N/A N/A
New York Tax Free Fund............ 36,654 32,688 --
Research Value Fund............... 13,506 17,849 360
Small Cap Growth Fund............. 17,741 16,833 2
Small Cap Value Fund.............. 14,989 34,743 458
Strategic Income Fund............. 49,104 561,856 36
Strategic Value Fund.............. 43,224 336,436 177
Tax Free Bond Fund................ 38,079 2,344,632 4
Total Return Fund................. 319,120 12,993,818 295
Value Fund........................ 330,584 13,654,812 170
</TABLE>
- -----------------------
+ The Class C Plans became effective September 1, 1998.
157
<PAGE> 333
For the fiscal year ended December 31, 1998, 1997 and 1996, NYLIFE
Distributors retained the following amounts in sales charges for sales of Class
A shares of the Funds:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996
-------- --------- ----------
<S> <C> <C> <C>
Blue Chip Growth Fund.......... $18,599
California Tax Free Fund....... 5,765 $ 6,958 $ 35,009
Capital Appreciation Fund...... 249,244 201,562 1,430,417
Convertible Fund............... 10,796 39,646 903,782
Equity Income Fund............. 2,531 -- --
Equity Index Fund.............. 547,315 329,059 1,968,993
Global High Yield Fund......... 766 -- --
Government Fund+............... 16,947 5,803 96,545
Growth Opportunities Fund...... 3,564 -- --
High Yield Corporate Bond Fund 335,190 308,282 1,413,313
International Bond Fund........ 2,626 5,235 54,586
International Equity Fund...... 11,418 121,009 91,571
Money Market Fund.............. N/A N/A N/A
New York Tax Free Fund......... 3,909 2,297 22,774
Research Value Fund............ 2,903 -- --
Small Cap Growth Fund.......... 9,699 -- --
Small Cap Value Fund........... 7,842 -- --
Strategic Income Fund.......... 16,088 14,008 N/A
Strategic Value Fund........... 20,954 344 N/A
Tax Free Bond Fund............. 5,062 5,710 51,345
Total Return Fund.............. 67,358 50,232 334,470
Value Fund+.................... 90,483 112,844 574,807
</TABLE>
For the fiscal years ended December 31, 1998, 1997 and 1996, contingent
deferred sales charges were paid by investors on the redemption of Class B
shares of each Fund, as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
-------- --------- --------
<S> <C> <C> <C>
Blue Chip Growth Fund................ $9,233
California Tax Free Fund............. 14,309 $ 3,586 $ 2,008
Capital Appreciation Fund............ 2,052,866 1,485,899 966,555
Convertible Fund..................... 1,760,525 1,466,588 852,359
Equity Income Fund................... 169
Equity Index Fund.................... N/A N/A N/A
Global High Yield Fund............... 1,244
Government Fund...................... 535,272 788,647 952,234
Growth Opportunities Fund............ 1,935
High Yield Corporate Bond Fund 4,333,277 2,684,352 1,482,294
International Bond Fund.............. 36,901 31,152 27,332
International Equity Fund............ 102,712 88,010 48,979
Money Market Fund+................... 892,546 779,844 640,623
New York Tax Free Fund............... 13,598 2,531 2,810
Research Value Fund.................. 1,171 -- --
Small Cap Growth Fund................ 4,526 -- --
Small Cap Value Fund................. 3,797 -- --
Strategic Income Fund++.............. 76,399 11,479 N/A
Strategic Value Fund++............... 86,652 -- N/A
Tax Free Bond Fund................... 350,238 492,542 605,386
</TABLE>
158
<PAGE> 334
<TABLE>
<S> <C> <C> <C>
Total Return Fund.................... 908,734 871,336 745,382
Value Fund........................... 1,412,491 996,052 712,915
</TABLE>
- ----------
+ The amount shown represents proceeds from contingent deferred sales charges
which were assessed on redemptions of shares which had previously been
exchanged from other Funds into the Money Market Fund.
++ The Strategic Income Fund commenced operations on February 28, 1997. The
Strategic Value Fund commenced operations on October 21, 1997.
For the period from September 1, 1998 (commencement of Class C operations)
through December 31, 1998, contingent deferred sales charges were paid by
investors on the redemption of Class C shares of each Fund, as follows:
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Blue Chip Growth Fund............... --
California Tax Free Fund............ --
Capital Appreciation Fund........... --
Convertible Fund.................... 82
Equity Income Fund.................. --
Equity Index Fund................... N/A
Global High Yield Fund.............. 20
Government Fund..................... --
Growth Opportunities Fund........... --
High Yield Corporate Bond Fund --
International Bond Fund............. 1,170
International Equity Fund........... --
Money Market Fund+.................. --
New York Tax Free Fund.............. --
Research Value Fund................. --
Small Cap Growth Fund............... --
Small Cap Value Fund................ --
Strategic Income Fund............... --
Strategic Value Fund................ 150
Tax Free Bond Fund.................. --
Total Return Fund................... --
Value Fund.......................... --
</TABLE>
For the fiscal year ended December 31, 1998, it is estimated that the
following amounts were spent on compensation to dealers with respect to the
Class A shares of each Fund: Blue Chip Growth Fund spent $123,528; California
Tax Free Fund spent $41,072; Capital Appreciation Fund spent $1,611,424;
Convertible Fund spent $63,513; Equity Income spent $17,479; Equity Index Fund
spent $5,385,422; Global High Yield Fund spent $5,867; Government Fund spent
$128,915; Growth Opportunities Fund spent $25,740; High Yield Corporate Bond
Fund spent $1,900,188; International Bond Fund spent $25,864; International
Equity Fund spent $400,314; New York Tax Free Fund spent $26,929; Research Value
Fund spent $22,102; Small Cap Growth Fund spent $65,297; Small Cap Value Fund
spent $56,716; Strategic Income Fund spent $111,494; Strategic Value Fund spent
$152,675 Tax Free Bond Fund spent $39,218; Total Return Fund spent $454,543; and
Value Fund spent $611,010.
159
<PAGE> 335
For the fiscal year ended December 31, 1998, it is estimated that the
following amounts were spent for distribution-related activities with respect to
the Class A shares of each Fund:*
<TABLE>
<CAPTION>
Printing and Approximate Total
Mailing Amount Spent By
Prospectuses Compensation NYLife
Sales To Other than To Sales Distributors With
Material and Current Distribution Compensation To Distribution Respect to
Advertising Shareholders Personnel Sales Personnel Other Costs Each Fund
----------- ------------ --------- --------------- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Capital
Appreciation Fund $21,178 $94,212 $464,440 $268,190 $371,753 $2,533,006 $3,752,779
Value Fund 7,419 44,970 171,693 88,877 126,056 1,029,602 1,468,618
Convertible Fund 757 18,772 19,090 12,709 14,152 215,031 280,511
High Yield Corp.
Fund 21,820 90,843 440,276 289,332 398,940 2,726,374 3,967,585
Government Fund 3,295 5,864 36,481 34,264 36,167 199,823 315,895
Tax Free Bond Fund 950 4,986 23,127 11,336 18,989 119,410 178,798
Total Return Fund 7,968 41,949 131,652 88,810 118,232 852,280 1,240,890
California Tax
Free Fund 206 6,131 13,209 8,489 9,124 93,961 131,120
New York Tax Free
Fund 594 4,818 6,796 6,217 9,114 77,719 105,259
International
Bond Fund 86 4,653 4,891 2,393 2,992 60,743 75,759
International
Equity Fund 1,048 6,786 23,613 13,203 17,816 139,598 202,064
Strategic Income
Fund 1,927 6,370 22,252 19,338 23,921 137,017 210,825
Strategic Value
Fund 1,653 5,919 31,308 17,396 22,131 175,972 254,381
Equity Index Fund 64,075
202,189 1,281,066 745,639 1,160,171 7,096,672 10,549,813
Blue Chip Growth
Fund 1,429 2,781 36,703 25,275 33,524 148,154 247,867
Research Value 291 2,211 5,664 4,183 5,298 22,727 40,374
Fund
Small Cap Value
Fund 324 2,392 16,264 10,288 13,693 64,303 107,263
Growth
Opportunity Fund 439 2,396 6,437 5,715 8,603 32,909 56,498
Small Cap Growth
Fund 804 2,776 18,268 14,100 19,662 82,615 138,225
Equity Income Fund 202 2,190 4,784 3,497 4,506 20,238 35,417
Global High Yield (7) 2,002 1,894 950 1,071 154,908 160,818
==================================================================================================================================
Total 136,459 555,211 2,759,910 1,670,202 2,415,917 15,983,060 23,520,758
==================================================================================================================================
</TABLE>
Total differences due to inherent Lotus rounding.
* The Class A Shares were first offered on January 3, 1995.
160
<PAGE> 336
For the fiscal year ended December 31, 1998, it is estimated that the
following amounts were spent for distribution-related activities with respect to
the Class B shares of each Fund:*
<TABLE>
<CAPTION>
Printing and Approximate
Mailing Total Amount
Prospectuses Compensation Spent By NYLife
Sales To Other than To Sales Distributors
Material and Current Distribution Compensation To Distribution With Respect to
Advertising Shareholders Personnel Sales Personnel Other Costs Each Fund
----------- ------------ --------- --------------- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Capital $172,099 $570,147 $3,141,208 $1,269,325 $2,781,395 $14,808,885 $22,743,059
Appreciation Fund
Value Fund 71,239 363,935 1,520,706 549,114 1,182,239 7,500,431 11,187,664
Convertible Fund 10,133 204,341 215,104 80,486 176,529 1,331,775 2,018,367
High Yield Corp. 199,002 889,581 4,337,271 1,774,831 4,012,878 24,964,419 36,177,983
Fund
Government Fund 18,518 152,599 325,350 143,968 313,635 1,939,142 2,893,212
Tax Free Bond Fund 12,530 119,187 257,784 106,559 236,221 1,502,168 2,234,449
Total Return Fund 70,719 334,039 1,256,208 498,199 1,100,809 6,175,841 9,435,813
California Tax 1,539 2,226 34,245 13,169 27,467 150,254 228,900
Free Fund
New York Tax Free 2,112 1,620 23,513 11,895 27,281 109,791 176,213
Fund
International 969 4,854 20,221 8,005 19,086 100,170 153,306
Bond Fund
International 5,416 18,410 108,532 42,045 93,935 494,340 762,677
Equity Fund
Strategic Income 8,754 14,208 180,968 71,095 151,479 855,934 1,282,438
Fund
Strategic Value 10,013 9,103 243,741 83,789 175,052 1,129,775 1,651,473
Fund
Blue Chip Growth 8,489 2,154 150,470 70,659 174,977 622,252 1,029,003
Fund*
Research Value 567 414 19,481 8,495 20,717 87,583 137,256
Fund
Small Cap Value 2,528 814 60,650 26,290 62,467 251,367 404,115
Fund*
Growth 2,622 781 43,063 21,965 57,671 200,417 326,519
Opportunity Fund*
Small Cap Growth 5,257 1,375 98,322 44,350 110,312 401,278 660,893
Fund*
Equity Income 767 346 17,600 8,196 21,615 78,570 127,093
Fund*
Global High Yield 411 291 12,821 5,146 12,666 51,804 83,138
Fund*
==================================================================================================================================
Total 603,685 2,690,424 12,067,256 4,837,580 10,758,428 62,756,196 93,713,569
==================================================================================================================================
</TABLE>
Total differences due to inherent Lotus rounding.
* Commenced operations on June 1, 1998.
161
<PAGE> 337
For the fiscal period ended December 31, 1998, it is estimated that the
following amounts were spent for distribution-related activities with respect to
the Class C shares of each Fund:*
<TABLE>
<CAPTION>
Printing and Approximate Total
Mailing Amount Spent By
Prospectuses Compensation NYLife
Sales To Other than To Sales Distributors With
Material and Current Distribution Compensation To Distribution Respect to
Advertising Shareholders Personnel Sales Personnel Other Costs Each Fund
----------- ------------ --------- --------------- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Capital 522 543 3,119 2,422 5,153 13,899 25,658
Appreciation Fund
Value Fund 5 39 175 83 182 782 1,267
Convertible Fund 0 1 2 1 2 10 16
High Yield Corp. 2,442 6,199 21,135 14,359 30,285 96,263 170,683
Fund
Government Fund 18 25 231 138 310 942 1,664
Tax Free Bond Fund 0 6 10 5 10 50 83
Total Return Fund 111 155 691 532 1,125 3,107 5,722
California Tax 0 0 0 0 0 0 0
Free Fund
New York Tax Free 0 0 0 0 0 0 0
Fund
International 0 0 0 0 0 0 0
Bond Fund
International 3 3 22 16 36 94 174
Equity Fund
Strategic Income 23 (3) 101 89 192 425 826
Fund
Strategic Value 26 20 215 140 304 953 1,658
Fund
Blue Chip Growth 41 54 268 202 430 1,190 2,185
Fund*
Research Value 25 91 276 176 372 1,240 2,179
Fund
Small Cap Value 56 98 387 277 576 1,831 3,224
Fund*
Growth 0 0 0 0 0 0 0
Opportunity Fund*
Small Cap Growth 0 (0) 1 1 1 3 6
Fund*
Equity Income 0 0 0 0 0 0 0
Fund*
Global High Yield 1 13 35 13 25 193 279
Fund*
==================================================================================================================================
Total 3,272 7,243 26,669 18,453 39,004 120,982 215,622
==================================================================================================================================
</TABLE>
Total differences due to inherent Lotus rounding.
* The Class C Shares were first offered on September 1, 1998.
OTHER SERVICES
Pursuant to an Accounting Agreement with the Trust, dated October 24,
1997, the Manager performs certain bookkeeping and pricing services for the
Funds. Each Fund will bear an allocable portion of the cost of providing these
services to the Trust.
162
<PAGE> 338
For the fiscal year ended December 31, 1998 and the period from October
27, 1997 through December 31, 1997, the amount of recordkeeping fees paid to the
Manager by each Fund was as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998 10/27/97 - 12/31/97
----------------- -------------------
<S> <C> <C>
Blue Chip Growth Fund....... 8,769
California Tax Free Fund.... 8,531 N/A
Capital Appreciation Fund... 275,485 41,466
Convertible Fund............ 110,412 21,595
Equity Income Fund.......... 7,133
Equity Index Fund........... 61,548 N/A
Global High Yield Fund...... 7,000
Government Fund............. 88,839 16,639
Growth Opportunities Fund... 7,133
High Yield Corporate Bond
Fund.................... 395,788 68,994
International Bond Fund..... 14,829 2,608
International Equity Fund... 33,255 5,460
Money Market Fund........... 74,315 12,407
New York Tax Free Fund...... 8,000 N/A
Research Value Fund......... 7,133 --
Small Cap Growth Fund....... 7,280 --
Small Cap Value Fund........ 7,133 --
Strategic Income Fund....... 28,380 4,701
Strategic Value Fund........ 20,585 2,323
Tax Free Bond Fund.......... 75,715 13,665
Total Return Fund........... 169,320 28,016
Value Fund.................. 176,604 31,142
</TABLE>
For the period January 1, 1997 through October 26, 1997 and the fiscal
year ended December 31, 1996, the amount of recordkeeping fee paid to NYLIFE
Distributors, the previous Accounting Agent, by each Fund was as follows:
<TABLE>
<CAPTION>
PERIOD YEAR ENDED
1/1/97 - 10/26/97 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
California Tax Free Fund........................... $N/A $ N/A
Capital Appreciation Fund.......................... 164,868 145,721
Convertible Fund................................... 108,332 81,568
Equity Index Fund.................................. N/A N/A
Government Fund.................................... 80,879 114,622
High Yield Corporate Bond Fund..................... 270,515 233,333
International Bond Fund............................ 11,358 12,511
International Equity Fund.......................... 24,683 22,075
Money Market Fund.................................. 54,915 62,593
New York Tax Free Fund............................. N/A N/A
Strategic Income Fund +............................ 13,624 N/A
Strategic Value Fund +............................. N/A N/A
Tax Free Bond Fund................................. 60,703 80,430
Total Return Fund.................................. 119,962 126,154
Value Fund......................................... 125,541 16,985
</TABLE>
- ----------
+ The Strategic Income Fund commenced operations on February 28, 1997.
The Strategic Value Fund commenced operation on October 21, 1997.
In addition, each Fund may reimburse NYLIFE Securities, NYLIFE
Distributors and MainStay Shareholder Services for the cost of certain
correspondence to shareholders and the establishment of shareholder accounts.
163
<PAGE> 339
EXPENSES BORNE BY THE TRUST
Except for the expenses to be paid by the Manager as described in the
Prospectus, the Trust, on behalf of each Fund, is responsible under its
Management Agreement for the payment of expenses related to each Fund's
operations, including (i) the fees payable to the Manager, (ii) the fees and
expenses of Trustees who are not affiliated with the Manager or Sub-Advisers,
(iii) certain fees and expenses of the Trust's Custodians and Transfer Agent,
(iv) the charges and expenses of the Trust's legal counsel and independent
accountants, (v) brokers' commissions and any issue or transfer taxes chargeable
to the Trust, on behalf of a Fund, in connection with its securities
transactions, (vi) the fees of any trade association of which a Fund or the
Trust is a member, (vii) the cost of share certificates representing shares of a
Fund, (viii) reimbursement of a portion of the organization expenses of a Fund
and the fees and expenses involved in registering and maintaining registration
of the Trust and of its shares with the SEC and registering the Trust as a
broker or dealer and qualifying its shares under state securities laws,
including the preparation and printing of the Trust's registration statements
and prospectuses for such purposes, (ix) allocable communications expenses with
respect to investor services and all expenses of shareholders' and Trustees'
meetings and preparing, printing and mailing prospectuses and reports to
shareholders, (x) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of a Fund's business,
(xi) any expenses assumed by the Fund pursuant to its plan of distribution,
(xii) all taxes and business fees payable by a Fund to federal, state or other
governmental agencies, and (xiii) costs associated with the pricing of the
Funds' shares. Fees and expenses of legal counsel, registering shares, holding
meetings and communicating with shareholders include an allocable portion of the
cost of maintaining an internal legal and compliance department.
Certain of the Funds have entered into a committed line of credit with
The Bank of New York as agent, and various other lenders from whom a Fund may
borrow up to 5% of its net assets in order to honor redemptions. The credit
facility is expected to be utilized in periods when the Funds experience
unusually large redemption requests. A mutual fund is considered to be using
leverage whenever it borrows an amount more than 5% of its assets. None of the
Funds intend to borrow for the purpose of purchasing securities using the credit
facility or any other source of borrowed funds.
164
<PAGE> 340
PORTFOLIO TRANSACTIONS AND BROKERAGE
Purchases and sales of securities on a securities exchange are effected
by brokers, and the Funds pay a brokerage commission for this service. In
transactions on stock exchanges in the United States, these commissions are
negotiated, whereas on many foreign stock exchanges these commissions are fixed.
In the over-the-counter markets, securities (i.e., municipal bonds, other debt
securities and some equity securities) are generally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. Transactions in certain over-the-counter securities also may be effected
on an agency basis, when the total price paid (including commission) is equal to
or better than the best total prices available from other sources. In
underwritten offerings, securities are usually purchased at a fixed price which
includes an amount of compensation to the underwriter, generally referred to as
the underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
Regarding the California Tax Free Fund and New York Tax Free Fund, newly
issued securities normally are purchased directly from the issuer or from an
underwriter acting as principal. Other purchases and sales usually are placed
with those dealers from which it appears that the best price or execution will
be obtained; those dealers may be acting as either agents or principals. The
purchase price paid by a Fund to underwriters of newly issued securities usually
includes a concession paid by the issuer to the underwriter, and purchases of
after-market securities from dealers normally are executed at a price between
the bid and asked prices.
The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Sub-Adviser attempts to achieve this result by selecting
broker-dealers to execute portfolio transactions on behalf of the Fund and its
other clients on the basis of the broker-dealers' professional capability, the
value and quality of their brokerage services and the level of their brokerage
commissions. Consistent with the foregoing primary considerations, the Conduct
Rules of the NASD and such other policies as the Trustees may determine, the
Sub-Advisers may consider sales of shares of the Funds as a factor in the
selection of broker-dealers to execute the Funds' portfolio transactions.
165
<PAGE> 341
NYLIFE Securities (the "Affiliated Broker") may act as broker for the
Funds. In order for the Affiliated Broker to effect any portfolio transactions
for the Funds on an exchange, the commissions, fees or other remuneration
received by the Affiliated Broker must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
an exchange during a comparable period of time. This standard would allow the
Affiliated Broker to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker in a commensurate arms-length
transaction. The Funds will not deal with the Affiliated Broker in any portfolio
transaction in which the Affiliated Broker acts as principal.
Under each Sub-Advisory Agreement and as permitted by Section 28(e) of
the Securities Exchange Act of 1934 (the "1934 Act"), a Sub-Adviser may cause a
Fund to pay a broker-dealer (except the Affiliated Broker) which provides
brokerage and research services to the Sub-Adviser an amount of commission for
effecting a securities transaction for a Fund in excess of the amount other
broker-dealers would have charged for the transaction if the Sub-Adviser
determines in good faith that the greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction or the
Sub-Adviser's overall responsibilities to the Trust or to its other clients. The
term "brokerage and research services" includes advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto such as clearance and settlement.
Although commissions paid on every transaction will, in the judgment of
the Sub-Advisers, be reasonable in relation to the value of the brokerage
services provided, commissions exceeding those which another broker might charge
may be paid to broker-dealers (except the Affiliated Broker) who were selected
to execute transactions on behalf of the Trust and the Sub-Advisers' other
clients in part for providing advice as to the availability of securities or of
purchasers or sellers of securities and services in effecting securities
transactions and performing functions incidental thereto such as clearance and
settlement.
Broker-dealers may be willing to furnish statistical, research and other
factual information or services ("Research") to the
166
<PAGE> 342
Sub-Advisers for no consideration other than brokerage or underwriting
commissions. Research provided by brokers is used for the benefit of all of the
Sub-Advisers' clients and not solely or necessarily for the benefit of the
Trust. The Sub-Advisers' investment management personnel attempt to evaluate the
quality of Research provided by brokers. Results of this effort are sometimes
used by the Sub-Advisers as a consideration in the selection of brokers to
execute portfolio transactions.
In certain instances there may be securities which are suitable for a
Fund's portfolio as well as for that of another Fund or one or more of the other
clients of the Sub-Advisers. Investment decisions for a Fund and for the
Sub-Advisers' other clients are made with a view to achieving their respective
investment objectives. It may develop that a particular security is bought or
sold for only one client even though it might be held by, or bought or sold for,
other clients. Likewise, a particular security may be bought for one or more
clients when one or more other clients are selling that same security. Some
simultaneous transactions are inevitable when several clients receive investment
advice from the same investment adviser, particularly when the same security is
suitable for the investment objectives of more than one client. When two or more
clients are simultaneously engaged in the purchase or sale of the same security,
the securities are allocated among clients in a manner believed to be equitable
to each. It is recognized that in some cases this system could have a
detrimental effect on the price or volume of the security in a particular
transaction as far as a Fund is concerned. The Trust believes that over time its
ability to participate in volume transactions will produce better executions for
the Funds.
The Sub-Advisory fee that the Manager pays on behalf of each Fund to the
Sub-Advisers will not be reduced as a consequence of the Sub-Advisers' receipt
of brokerage and research services. To the extent a Fund's portfolio
transactions are used to obtain such services, the brokerage commissions paid by
the Fund will exceed those that might otherwise be paid, by an amount which
cannot be clearly determined. Such services would be useful and of value to the
Sub-Advisers in serving both the Funds and other clients and, conversely, such
services obtained by the placement of brokerage business of other clients would
be useful to the Sub-Advisers in carrying out their obligations to the Funds.
For the fiscal years ended December 31, 1998, 1997 and 1996, each of the
following Funds paid brokerage commissions as follows:
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<TABLE>
<CAPTION>
Total Brokerage Commissions
Total Brokerage Commissions Paid Paid to Affiliated Persons
-------------------------------- --------------------------
YEAR ENDED YEAR ENDED YEAR ENDED Year ended YEAR ENDED Year ended
DEC. 31, 1998 DEC. 31, 1997 DEC. 31, 1996 DEC. 31, 1998 DEC. 31, 1997 DEC. 31, 1996
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Blue Chip Growth Fund $ 52,673 $ $ $ $ $
Capital Appreciation Fund 1,418,340 1,349,716 $ 882,877 $--- $--- $ ---
Convertible Fund 2,933,036 1,728,411 1,952,991 --- --- ---
Equity Income Fund 40,578
Equity Index Fund 199,806 24,704 63,111 --- --- ---
Global High Yield Fund --
Government Fund -- 1,719 20,809 --- --- ---
Growth Opportunities Fund 28,756
High Yield Corporate Bond ---
Fund 1,730,356 1,297,005 1,187,150 ---
International Equity Fund 230,372 239,373 215,696 --- --- ---
Research Value Fund 27,977
Small Cap Growth Fund 43,448
Small Cap Value Fund 60,955
Strategic Income Fund+ 2,531 11,739 N/A --- --- N/A
Strategic Value Fund+ 237,599 21,314 N/A --- --- N/A
Total Return Fund 496,313 609,009 339,858 --- --- ---
Value Fund 2,776,378 2,347,711 1,354,707 --- ---
</TABLE>
<TABLE>
<CAPTION>
TOTAL BROKERAGE
COMMISSIONS PAID
TOTAL AMOUNT OF TRANSACTIONS TO BROKERS THAT
WHERE COMMISSIONS PAID PROVIDED RESEARCH
----------------------------------------------------------- -----------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Blue Chip Growth Fund $ 59,586,318
Capital Appreciation Fund 1,150,491,675 $987,618,526 $ 571,478,397 $ ---
Convertible Fund 2,129,442,319 1,608,359,897 1,296,465,108 287,964
Equity Income Fund 60,556,859 995,049
Equity Index Fund 211,986,359 21,111,250 64,348,135 28,690
Government Fund --- 12,111,250 275,083,720 163,805
Growth Opportunities Fund 23,105,426 ---
High Yield Corporate Bond
Fund 644,381,301 1,451,737,826 2,471,387,854 285,948
International Equity Fund 84,406,014 60,462,344 49,098,906 2,096
Research Value Fund 24,199,572 8,201
Small Cap Growth Fund 18,719,435 14,024
Small Cap Value Fund 26,176,292 28,638
</TABLE>
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<PAGE> 344
<TABLE>
<S> <C> <C> <C> <C>
Strategic Income Fund+ 1,122,044 41,537,454 N/A 300
Strategic Value Fund+ 147,090,662 12,723,841 N/A 124,871
Total Return Fund 403,031,223 459,057,404 271,187,968 130,137
Value Fund 2,147,864,791 1,523,756,743 848,170,710 693,561
</TABLE>
+ The Strategic Income Fund commenced operations on February 28, 1997 and the
Strategic Value Fund commenced operations on October 21, 1997.
The California Tax Free Fund, Global High Yield Fund, International Bond
Fund, Money Market Fund, New York Tax Free Fund and Tax Free Bond Fund paid no
brokerage commissions during the fiscal years ended December 31, 1998, 1997 and
1996.
As of December 31, 1998, Blue Chip Growth Fund held common stock of
Charles Schwab Corp. valued at $716,391 and common stock of Merrill Lynch & Co,
Inc. valued at $480,600; Capital Appreciation Fund held commercial paper of
Salomon Smith Barney Holdings Inc. valued at $23,587,347 and commercial paper of
American Express Credit Corp., valued at $14,990,247; Convertible Fund held
preferred stock of Merrill Lynch & Co., Inc., 7.25%, valued at $16,680,550, and
6.25%, valued at $921,500; Equity Index Fund held common stock of American
Express Co. valued at $3,613,822, common stock of Bear Stearns Cos. Inc. valued
at $335,740, common stock of Lehman Brothers Holdings Inc. valued at $398,281,
common stock of Merrill Lynch & Co., Inc. valued at $1,850,977 and common stock
of Charles Schwab Corp. valued at $1,774,289; Government Fund held
collateralized mortgage obligations of Merrill Lynch Mortgage Investors, Inc.,
7.2778%, due 6/15/21, valued at $5,323,846; Morgan Stanley Capital I, 6.01%, due
11/15/30, valued at $2,911,156; DLJ Commercial Mortgage Corp., 6.24%, due
11/12/31, valued at $5,739,109; and Asset-Backed Securities of Morgan Stanley
Aircraft Finance, 5.7455%, due 3/15/23, valued at $8,087,534; Growth
Opportunities Fund held commercial paper of MetLife Funding Inc. valued at
$299,444. High Yield Corporate Bond Fund held commercial paper of American
Express Credit Corp. valued at $14,990,250; International Equity Fund held
common stock of Nomura Securities, Ltd. valued at $209,592; Money Market Fund
held commercial paper of American Express Credit Corp. valued at $11,911,878,
commercial paper of Goldman Sachs Group L.P. valued at $14,027,944, commercial
paper of Merrill Lynch & Co., Inc. valued at $13,929,079, commercial paper of
Morgan Stanley, Dean Witter, Discover & Co. valued at $20,368,422, commercial
paper of Prudential Finance (Jersey) Ltd. valued at $14,912,482, commercial
paper of Prudential Funding Corp. valued at $9,942,975, commercial paper of
Salomon Smith Barney Holdings Inc. valued at $18,973,495, medium-term notes of
Goldman Sachs Group L.P. 5.25%, due 3/26/99, valued at $7,500,000 and
medium-term notes of Merrill Lynch & Co., Inc. 5.20%, due 3/17/99, valued at
$6,400,669; Small Cap Growth Fund held commercial paper of American Express
Credit Corp. valued at $903,969; Strategic Income Fund held long-term bonds of
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<PAGE> 345
Equitable Companies, Inc., 7.00%, due 4/1/28, valued at $115,064, collateralized
mortgage obligations of Merrill Lynch Mortgage Investors, Inc. 7.2778% due
6/15/21, valued at $158,476, collateralized mortgage obligations of Morgan
Stanley Capital I, 6.01%, due 11/15/30, valued at $100,385, and DLJ Commercial
Mortgage Corp., 6.24%, due 11/12/31, valued at $183,488; and Total Return Fund
held medium-term notes of Sears Roebuck Acceptance Corp., 6.36%, due 12/4/01,
valued at $3,573,150, collateralized mortgage obligations of DLJ Commercial
Mortgage Corp., 6.24%, due 11/12/31, valued at $3,348,663, collateralized
mortgage obligations of Merrill Lynch Mortgage Investors, Inc., 7.2778%, due
6/15/21, valued at $4,622,928, collateralized mortgage obligations of Morgan
Stanley Capital I, 6.01%, due 11/15/30, valued at $2,409,233, commercial paper
of American Express Credit Corp. valued at $4,914,395, commercial paper of
Salomon Smith Barney Inc., valued at $9,970,557, and asset-backed securities of
Morgan Stanley Aircraft Finance, 5.7455%, due 3/15/23, valued at $5,160,936.
A Fund's portfolio turnover rate is calculated by dividing the lesser of
sales or purchases of portfolio securities by the average monthly value of the
Fund's portfolio securities. For purposes of this calculation, portfolio
securities will exclude purchases and sales of debt securities having a maturity
at the date of purchase of one year or less.
The turnover rate for a Fund will vary from year-to-year and depending on
market conditions, turnover could be greater in periods of unusual market
movement and volatility. A higher turnover rate generally would result in
greater brokerage commissions, particularly in the case of equity oriented
Funds, or other transactional expenses which must be borne, directly or
indirectly, by the Fund and, ultimately, by the Fund's shareholders. High
portfolio turnover may also result in the realization of an increase in net
short-term capital gains by the Fund which, when distributed to non-tax exempt
shareholders, will be treated as dividends (ordinary income).
NET ASSET VALUE
The Trust determines the net asset value per share of each class of each
Fund on each day the New York Stock Exchange is open for trading. Net asset
value per share is calculated as of the close of the first session of the New
York Stock Exchange (currently 4:00 p.m., New York City time) for each class of
shares of each Fund (except the Money Market Fund, which is determined at noon),
by dividing the current market value (amortized cost, in the case of the Money
market Fund) of the total assets attributable to that class, by the total number
of outstanding shares of that class.
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<PAGE> 346
Portfolio securities of the Money Market Fund are valued at their
amortized cost, which does not take into account unrealized securities gains or
losses. This method involves initially valuing on instrument at its cost and
thereafter assuming a constant amortization to maturity of any premium paid or
discount received. While this method provides certainty in valuation, it may
result in periods during which value, as determined by amortized cost, is higher
or lower than the price the Money Market Fund would receive if it sold the
instrument. During periods of declining interest rates, the quoted yield on
shares of the Money Market Fund may tend to be higher than a like computation
made by a fund with identical investments utilizing a method of valuation based
upon market prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Money Market Fund
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Money Market Fund would be able to obtain a somewhat higher
yield if he or she purchased shares of the Money Market Fund on that day, than
would result from investment in a fund utilizing solely market values, and
existing investors in the Money Market Fund would receive less investment
income. The converse would apply in a period of rising interest rates.
Portfolio securities of each of the other Funds are valued (a) by
appraising common and preferred stocks which are traded on the New York Stock
Exchange at the last sale price of the first session on that day or, if no sale
occurs, at the mean between the closing bid price and asked price; (b) by
appraising other common and preferred stocks as nearly as possible in the manner
described in clause (a) if traded on any other exchange, including the National
Association of Securities Dealers National Market System and foreign securities
exchanges; (c) by appraising over-the-counter common and preferred stocks quoted
on the National Association of Securities Dealers NASDAQ system (but not listed
on the National Market System) at the closing bid price supplied through such
system; (d) by appraising over-the-counter common and preferred stocks not
quoted on the NASDAQ system and securities listed or traded on certain foreign
exchanges whose operations are similar to the U.S. over-the-counter market at
prices supplied by a pricing agent selected by a Fund's Sub-Adviser if the
prices are deemed by the Sub-Adviser to be representative of market values at
the close of the first session of the New York Stock Exchange; (e) by appraising
debt securities at prices supplied by a pricing agent selected by the
Sub-Adviser, which prices reflect broker-dealer-supplied valuations and
electronic data processing techniques and/or matrix pricing if those prices are
deemed by a Fund's Sub-Adviser to be representative of market values at the
close of the first session of the New York Stock Exchange; (f) by appraising
exchange-traded options and futures contracts at the
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<PAGE> 347
last posted settlement price on the market where any such option or futures
contract is principally traded; and (g) by appraising all other securities and
other assets, including over-the-counter common and preferred stocks not quoted
on the NASDAQ system, securities listed or traded on foreign exchanges whose
operations are similar to the U.S. over-the-counter market and debt securities
for which prices are supplied by a pricing agent but are not deemed by a Fund's
Sub-Adviser to be representative of market values, but excluding money market
instruments with a remaining maturity of 60 days or less and including
restricted securities and securities for which no market quotation is available,
at fair value in accordance with procedures approved by and determined in good
faith by the Trustees, although the actual calculations may be done by others.
Money market instruments held by the Funds with a remaining maturity of 60 days
or less are valued by the amortized cost method unless such method does not
represent fair value. Forward foreign currency exchange contracts held by the
Funds are valued at their respective fair market values determined on the basis
of the mean between the last current bid and asked prices based on dealer or
exchange quotations.
Portfolio securities traded on more than one U.S. national securities
exchange or foreign securities exchange are valued at the last sale price on the
business day as of which such value is being determined at the close of the
exchange representing the principal market for such securities. The value of all
assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at the mean between the buying and selling rates of such
currencies against U.S. dollars last quoted by any major bank or broker-dealer.
If such quotations are not available, the rate of exchange will be determined in
accordance with policies established by the Trustees. For financial accounting
purposes, the Trust recognizes dividend income and other distributions on the
ex-dividend date, except that certain dividends from foreign securities are
recognized as soon as the Trust is informed after the ex-dividend date.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed well before the close of
business on each business day in New York (i.e., a day on which the New York
Stock Exchange is open for trading). In addition, European or Far Eastern
securities trading generally in a particular country or countries may not take
place on all business days in New York. Furthermore, trading takes place in
Japanese markets on certain Saturdays and in various foreign markets on days
which are not business days in New York and on which the Funds' net asset values
are not calculated. Such calculation of net asset value does not take place
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<PAGE> 348
contemporaneously with the determination of the prices of the majority of the
portfolio securities used in such calculation.
Events affecting the values of portfolio securities that occur between
the time their prices are determined and the close of the New York Stock
Exchange generally will not be reflected in the Funds' calculation of net asset
values. However, a Sub-Adviser, in consultation with the Manager, may, in its
judgement, determine that an adjustment to a Fund's net asset value should be
made because intervening events have caused the Fund's net asset value to be
materially inaccurate.
Because the Guarantee regarding the Equity Index Fund is payable to
shareholders directly (and not payable to the Equity Index Fund), and because it
represents only a contingent liability of New York Life Inc. rather than an
agreement to pay a definite amount on the Guarantee Date, the Trustees believe
that the Guarantee should have no impact in determining the Equity Index Fund's
net asset value.
The proceeds received by each Fund for each issue or sale of its shares,
and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated
to such Fund and constitute the underlying assets of that Fund. The underlying
assets of each Fund will be segregated on the books of account, and will be
charged with the liabilities in respect to such Fund and with a share of the
general liabilities of the Trust. Expenses with respect to any two or more Funds
will be allocated in proportion to the net asset values of the respective Funds
except where allocations of direct expenses can otherwise be fairly made.
To the extent that any newly organized fund or class of shares receives,
on or before December 31, any seed capital, the net asset value of such fund(s)
or class(es) will be calculated as of December 31.
SHAREHOLDER INVESTMENT ACCOUNT
A Shareholder Investment Account is established for each investor in the
Funds, under which a record of the shares of each Fund held is maintained by the
Transfer Agent. If a share certificate is desired, it must be requested in
writing for each transaction. There is no charge to the investor for issuance of
a certificate. Whenever a transaction takes place in a Fund (other than the
Money Market Fund), the shareholder will be mailed a confirmation showing the
transaction. Shareholders will be sent a quarterly statement showing the status
of the Account. In
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<PAGE> 349
addition, shareholders will be sent a monthly statement for each month in which
a transaction occurs.
SHAREHOLDER SERVICING AGENT
The Funds may pay shareholder service fees, directly or indirectly to
various entities (shareholders service agents) that provide services to
shareholders. These may include broker-dealers, advisers, administrative service
forms, banks and other financial institutions. The Glass-Steagall Act prohibits
national banks from engaging in the business of underwriting, selling or
distributing securities. There is currently no precedent prohibiting banks from
performing shareholder servicing and recordkeeping functions. Changes in federal
or state statutes and regulations pertaining to the permissible activities of
banks and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations of those provisions, could prevent a
bank from continuing to perform all or a part of such services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if any,
would be necessary to continue to provide efficient and effective shareholder
services. It is not expected that shareholders would suffer any adverse
financial consequences as a result of any of these occurrences.
PURCHASE, REDEMPTION, EXCHANGES AND REPURCHASE
HOW TO PURCHASE SHARES OF THE FUNDS
GENERAL INFORMATION
The three classes of shares each represent an interest in the same
portfolio of investments of each Fund, have the same rights and are identical in
all respects, except that, to the extent applicable, each class bears its own
service and distribution expenses and may bear incremental transfer agency costs
resulting from such sales arrangement. Each class of each Fund has exclusive
voting rights with respect to provisions of the Rule 12b-1 plan for such class
of a Fund pursuant to which its distribution and service fees are paid, and each
class has similar exchange privileges. The net income attributable to Class B
and Class C shares and the dividends payable on Class B and Class C shares will
be reduced by the amount of the higher Rule 12b-1 fee and incremental expenses
associated with such class. Likewise, the NAV of the Class B and Class C shares
generally will be reduced by such class specific expenses (to the extent the
Fund has undistributed net income) and investment performance of Class B and
Class C shares will be less competitive than that of Class A
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<PAGE> 350
shares. For additional information on the features of Class A, Class B
and Class C shares, see "Alternative Sales Arrangements."
BY MAIL
Initial purchases of shares of the Funds should be made by mailing the
completed application form to the investor's Registered Representative. Shares
of any Fund, except the Money Market Fund, may be purchased at the NAV per share
plus any applicable sales charge next determined after receipt in good order of
the purchase order by that Fund plus any applicable sales charge. In the case of
the Money Market Fund (which seeks to maintain a constant net asset value of
$1.00 per share), the share purchase is effected as of the NAV next determined
after receipt in good order of the purchase order by MSS.
BY TELEPHONE
For all Funds, other than the Money Market Fund, an investor may make an
initial investment by having his or her Registered Representative telephone MSS
between 9:00 AM and 4:00 PM, Eastern time, on any day the New York Stock
Exchange is open. The purchase will be effected at the NAV per share plus any
applicable sales charge next determined following receipt of the telephone order
as described above. An application and payment must be received in good order by
MSS within three business days. All telephone calls are recorded to protect
shareholders and MSS. For a description of certain limitations on the liability
of the Funds and MSS for transactions effected by telephone, see "Know How to
Sell and Exchange Shares."
BY WIRE
An investor may open an account and invest by wire by having his or her
Registered Representative telephone MSS between 9:00 AM and 4:00 PM, Eastern
time, to obtain an account number and instructions. For both initial and
subsequent investments, federal funds should be wired to:
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
ABA No.: 011 0000 28 Attn.: Custody and Shareholder Services
For Credit: MainStay________________Fund-Class______
Shareholder Account No.____________________________
Shareholder Registration ____________________________
DDA Account Number 99029415
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<PAGE> 351
An application must be received by MSS within three business days.
The investor's bank may charge the investor a fee for the wire. To make a
purchase effective the same day, the Registered Representative must call MSS by
12:00 noon Eastern time, and federal funds must be received by the Shareholder
Servicing Agent before 4:00 PM Eastern time.
Wiring money to the Trust will reduce the time a shareholder must wait
before redeeming or exchanging shares because, when a shareholder purchases by
check, the Trust will withhold payment for up to 10 days of purchase or until
the check clears, whichever is first.
ADDITIONAL INVESTMENTS
Additional investments in a Fund may be made at any time by mailing a
check payable to The MainStay Funds, P.O. Box 8401, Boston, Massachusetts
02266-8401. The shareholder's account number and the name of the Fund and class
of shares must be included with each investment. Purchases will be effected at
the NAV per share plus any applicable sales charge as described above.
SYSTEMATIC INVESTMENT PLANS
The Trust's officers may waive the initial and subsequent investment
minimums for certain purchases when they deem it appropriate, including, but not
limited to, purchases by certain qualified retirement plans, New York Life
employee and agent investment plans, investments resulting from distributions by
other New York Life products and NYLIFE Distributors products, and purchases by
certain individual participants.
Investors whose bank is a member of the Automated Clearing House ("ACH")
may purchase shares of a Fund through AutoInvest. AutoInvest facilitates
investments by using electronic debits, authorized by the shareholder, to a
checking or savings account, for share purchases. When the authorization is
accepted (usually within two weeks of receipt) a shareholder may purchase shares
by calling MSS, toll free at 1-800-MAINSTAY (between 8:00 AM and 4:00 PM,
Eastern time). The investment will be effected at the NAV per share next
determined after receipt in good order of the order, plus any applicable sales
charge, and normally will be credited to the shareholder's Fund account within
two business days thereafter. Shareholders whose bank is an ACH member also may
use AutoInvest to automatically purchase shares of a Fund on a scheduled basis
by electronic debit for an account designated by the shareholder on an
application form. The initial investment
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<PAGE> 352
must be in accordance with the investment amounts previously mentioned.
Subsequent minimum investments are $50 monthly, $100 quarterly, $250
semiannually, or $500 annually. The investment day may be any day from the first
through the twenty-eighth of the respective month. Redemption proceeds from Fund
shares purchased by AutoInvest may not be paid until 10 days or more after the
purchase date. Fund shares may not be redeemed by AutoInvest.
OTHER INFORMATION
Investors may, subject to the approval of the Trust, the Distributor, the
Manager and the Sub-Adviser to the particular Fund, purchase shares of a Fund
with liquid securities that are eligible for purchase by that Fund and that have
a value that is readily ascertainable. These transactions will be effected only
if the Sub-Adviser intends to retain the security in the Fund as an investment.
The Trust reserves the right to amend or terminate this practice at any time. An
investor must call MAINSTAY at 1-800-MAINSTAY before sending any securities.
An investor in certain qualified retirement plans may open an account
with a minimum investment of a lesser amount when permitted under such qualified
retirement plan. The Trust and the Distributor reserve the right to redeem
shares of any shareholder who has failed to provide the Trust with a certified
Taxpayer I.D. number or such other tax-related certifications as the Trust may
require. A notice of redemption, sent by first class mail to the shareholder's
address of record, will fix a date not less than 30 days after the mailing date,
and shares will be redeemed at the NAV determined as of the close of business on
that date unless a certified Taxpayer I.D. number (or such other information as
the Trust has requested) has been provided.
ALTERNATIVE SALES ARRANGEMENTS
INITIAL SALES CHARGE ALTERNATIVE CLASS A SHARES
The sales charge on Class A shares of the Funds is a variable percentage
of the public offering price depending upon the investment orientation of the
Fund and the amount of the sale.
The sales charge applicable to an investment in Class A shares of the
Blue Chip Growth Fund, Capital Appreciation Fund, Convertible Fund, Growth
Opportunities Fund, International Equity Fund, MAP Equity Fund, Research Value
Fund, Small Cap Growth Fund, Small Cap Value Fund, Strategic Value Fund, Total
Return Fund and Value Fund will be determined according to the following table:
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<TABLE>
<CAPTION>
SALES CHARGE AS
A PERCENTAGE OF: SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:
NET RETAINED
AMOUNT OF OFFERING AMOUNT RETAINED BY THE
PURCHASE PRICE INVESTED BY DEALER DISTRIBUTOR
-------- ----- -------- --------- -----------
<S> <C> <C> <C> <C>
Less than $50,000 5.50% 5.82% 4.75% 0.75%
$50,000 to $99,999 4.50% 4.71% 4.00% 0.50%
$100,000 to $249,999 3.50% 3.63% 3.00% 0.50%
$250,000 to $499,999 2.50% 2.56% 2.00% 0.50%
$500,000 to $999,999 2.00% 2.04% 1.75% 0.25%
$1,000,000 or more* None None See Below* None
</TABLE>
The sales charge applicable to an investment in Class A shares of the
California Tax Free Fund, Global High Yield Fund, Government Fund, High Yield
Corporate Bond Fund, International Bond Fund, New York Tax Free Fund, Strategic
Income Fund and Tax Free Bond Fund will be determined according to the following
table:
<TABLE>
<CAPTION>
SALES CHARGE AS
A PERCENTAGE OF: SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:
NET RETAINED
AMOUNT OF OFFERING AMOUNT RETAINED BY THE
PURCHASE PRICE INVESTED BY DEALER DISTRIBUTOR
-------- ----- -------- --------- -----------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 0.50%
$100,000 to $249,999 3.50% 3.63% 3.00% 0.50%
$250,000 to $499,999 2.50% 2.56% 2.00% 0.50%
$500,000 to $999,999 2.00% 2.04% 1.75% 0.25%
$1,000,000 or more* None None See Below* None
</TABLE>
The sales charge for Class A Shares of the Equity Index Fund will be
determined according to the following table:
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<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:
A PERCENTAGE OF:
NET RETAINED
AMOUNT OF OFFERING AMOUNT RETAINED BY THE
PURCHASE PRICE INVESTED BY DEALER DISTRIBUTOR
-------- ----- -------- --------- -----------
<S> <C> <C> <C> <C>
Less than $100,000 3.00% 3.09% 2.75% 0.25%
$100,000 to $249,999 2.50% 2.56% 2.25% 0.25%
$250,000 to $499,999 2.00% 2.04% 1.75% 0.25%
$500,000 to $999,999 1.50% 1.52% 1.25% 0.25%
$1,000,000 or more* None None See Below* None
</TABLE>
- ----------
*No sales charge applies on investments of $1 million or more, but a contingent
deferred sales charge of 1% is imposed on certain redemptions of such shares
within one year of the date of purchase. See "Reduced Sales Charges on Class A
Shares -- Contingent Deferred Sales Charge, Class A."
Although an investor will not pay an initial sales charge on investments
of $1,000,000 or more, the Distributor may pay, from its own resources, a
commission to dealers on such investments. In such cases, the dealer will
receive a commission of 1.00% on the portion of a sale from $1,000,000 to
$2,999,999, 0.50% of any portion from $3,000,000 to $4,999,999 and 0.40% on any
portion of $5,000,000 or more. Effective, January 1, 1999, commissions will be
calculated on a calendar year basis. Such commission will be paid only on those
purchases that were not previously subject to a front-end sales charge and
dealer concession.
The Distributor may allow the full sales charge to be retained by
dealers. The amount retained may be changed from time to time but will remain
the same for all dealers. The Distributor, at its expense, also may from time to
time provide additional promotional incentives to dealers who sell Fund shares.
A selected dealer who receives a reallowance in excess of 90% of such a sales
charge may be deemed to be an "underwriter" under the 1933 Act. Set forth below
is an example of the method of computing the offering price of Class A shares of
the Equity Index Fund. The example assumes a purchase of Class A shares of the
Fund aggregating less than $100,000 subject to the schedule of sales charges set
forth above at a price based upon the net asset value of Class A shares of the
Fund on December 31, 1998.
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<TABLE>
<S> <C>
Net Asset Value per Class A Share $39.47
at December 31, 1998
Per Share Sales Charge - 3.00% of
offering price (3.09% of net
asset value per share) $1.22
Class A Per Share Offering Price to the Public $40.69
</TABLE>
The sales charge applicable to an investment in Class A shares of the California
Tax Free Fund, Global High Yield Fund, Government Fund, High Yield Corporate
Bond Fund, International Bond Fund, New York Tax Free Fund, Strategic Income
Fund and Tax Free Bond Fund will be 4.50% of the offering price per share (4.71%
of the net asset value per share). Set forth below is an example of the method
of commuting the offering price of the Class A shares of these Funds. The
example assumes a purchase of Class A shares of the California Tax Free Fund
aggregating less than $1,000,000 at a price based upon the net asset value of
Class A shares of the California Tax Free Fund on December 31, 1998. The
offering price of shares of each of the other listed Funds can be calculated
using the same method.
<TABLE>
<S> <C>
Net Asset Value per Class A Share at December 31, 1998 $9.98
Per Share Sales Charge - 4.50% of offering price (4.71% of net 0.47
asset value per share)
Class A Per Share Offering Price to the Public $10.45
</TABLE>
The sales charge applicable to an investment in Class A shares of the Blue Chip
Growth Fund, Capital Appreciation Fund, Convertible Fund, Growth Opportunities
Fund, International Equity Fund, MAP Equity Fund, Research Value Fund, Small Cap
Value Fund, Strategic Value Fund, Total Return Fund and Value Fund will be 5.50%
of the offering price per share (5.82% of net asset value per share). Set forth
below is an example of the method of computing the offering price of the Class A
shares of the Funds. The example assumes a purchase of Class A shares of the
Blue Chip Growth Fund aggregating less than $1,000,000 at a price based upon the
net asset value of Class A shares of the Blue Chip Growth Fund on December 31,
1998. The offering price of the Class A shares of each of the other listed Funds
can be calculated using the same method.
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<TABLE>
<S> <C>
Net Asset Value per Class A Share at December 31, 1998 $11.64
Per Share Sales Charge - 5.50% of offering price (5.82% of net 0.68
asset value per share)
Class A Per Share Offering Price to the Public $12.32
</TABLE>
PURCHASES AT NAV
A Fund's Class A shares may be purchased at NAV, without payment of any
sales charge, by its Trustees, New York Life and its subsidiaries and their
employees, officers, directors or agents (and immediate family members);
employees and clients (and immediate family members) of John A. Levin & Co.
("Levin") and Dalton, Greiner, Hartman, Maher & Co. ("DGHM"); employees (and
immediate family members) of Gabelli Asset Management Company and Markston
Investment Management LLC; and investors who are recommended by Levin or DGHM to
invest in the MainStay funds managed by Levin or DGHM, respectively. Also, any
employee or Registered Representative of an authorized broker-dealer (and
immediate family members) may purchase a Fund's shares at NAV without payment of
any sales charge.
In addition, the Trust will treat Class A share purchases of Funds, other
than the Money Market Fund, in an amount less than $1,000,000 by defined
contribution plans, other than 403(b) plans, that are sponsored by employers
with 50 or more eligible employees as if such purchases were equal to an amount
more than $1,000,000 but less than $2,999,999. Such purchases by defined
contribution plans may be subject to a contingent deferred sales charge of 1% on
shares redeemed within one year of the date of purchase. See "Reduced Sales
Charges on Class A Shares-Contingent Deferred Sales Charge, Class A."
Class A shares of the Funds also may be purchased at net asset value,
without payment of any sales charge, through broker-dealers, investment advisers
and other financial institutions which have entered into a supplemental
agreement with the Distributor which (i) includes a requirement that such shares
be sold for the benefit of clients participating in a "wrap account" or similar
program under which clients pay a fee to the broker-dealer, investment adviser
or other financial institution or (ii) provides for certain employee benefit
plans to be made available to their clients.
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REDUCED SALES CHARGES ON CLASS A SHARES
The sales charge varies with the size of the purchase and reduced charges
apply to the aggregate of purchases of a Fund made at one time by any "Qualified
Purchaser," which term includes (i) an individual and his/her spouse and their
children under the age of 21; and (ii) any other organized group of persons,
whether incorporated or not, which is itself a shareholder of the Fund,
including group retirement and benefit plans (other than IRAs and non-Erisa
403(b) plans) whether incorporated or not, provided the organization has been in
existence for at least six months and has some purpose other than the purchase
at a discount of redeemable securities of a registered investment company.
LETTER OF INTENT ("LOI")
Qualified Purchasers may obtain reduced sales charges by signing an LOI.
The LOI is a nonbinding obligation on the Qualified Purchaser to purchase the
full amount indicated in the LOI. The sales charge is based on the total amount
invested during a 24-month period. A 90-day back-dated period can be used to
include earlier purchases; the 24-month period would then begin on the date of
the first purchase during the 90-day period. For more information, see the SAI
or call your Registered Representative or MainStay at 1-800-MAINSTAY.
On the initial purchase, if required (or, on subsequent purchases if
necessary), 5% of the dollar amount specified in the LOI will be held in escrow
by the Transfer Agent in shares registered in the shareholder's name in order to
assure payment of the proper sales charge. If total purchases pursuant to the
LOI (less any dispositions and exclusive of any distribution on such shares
automatically reinvested) are less than the amount specified, the investor will
be requested to remit to the Distributor an amount equal to the difference
between the sales charge paid and the sales charge applicable to the aggregate
purchases actually made. If not remitted within 20 days after written request,
an appropriate number of escrowed shares will be redeemed in order to realize
the difference.
CONTINGENT DEFERRED SALES CHARGE, CLASS A
In order to recover commissions paid to dealers on qualified investments
of $1 million or more, a contingent deferred sales charge of 1% may be imposed
on redemptions of such investments made within one year of the date of purchase.
Class A shares that are redeemed will not be subject to a contingent
deferred sales charge, however, to the extent that the
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value of such shares represents: (1) capital appreciation of Fund assets; (2)
reinvestment of dividends or capital gains distributions; (3) Class A shares
redeemed more than one year after their purchase; (4) withdrawals from qualified
retirement plans and nonqualified deferred compensation plans resulting from
separation of service, loans, hardship withdrawals, death, disability, QDROs and
excess contributions pursuant to applicable IRS rules; and Required Minimum
Distributions at age 70 1/2 for IRA and 403(b)(7) TSA participants; (5)
transfers within a retirement plan where the proceeds of the redemption are
invested in any guaranteed investment contract written by New York Life or any
of its affiliates; transfers to products offered within a retirement plan which
uses New York Life Benefit Services, Inc. or TRAC-2000 as the recordkeeper; as
well as participant transfers or rollovers from a retirement plan to a MainStay
IRA; or (6) redemptions, under the Systematic Withdrawal Plan, used to pay
scheduled monthly premiums on insurance policies issued by New York Life or an
affiliate. Class A shares of a Fund that are purchased without a front-end sales
charge may be exchanged for Class A shares of another Fund without the
imposition of a contingent deferred sales charge, although, upon redemption,
contingent deferred sales charges may apply to the Class A shares that were
acquired through an exchange.
The contingent deferred sales charge will be applicable to amounts
invested pursuant to a right of accumulation or an LOI to the extent that (a) a
front-end sales charge was not paid at the time of the purchase and (b) any
shares so purchased are redeemed within one year of the date of purchase.
For federal income tax purposes, the amount of the contingent deferred
sales charge generally will reduce the gain or increase the loss, as the case
may be, recognized upon redemption.
CONTINGENT DEFERRED SALES CHARGE CLASS B SHARES
A contingent deferred sales charge will be imposed on redemptions of
Class B shares of the Funds, in accordance with the table below, at the time of
any redemption by a shareholder which reduces the current value of the
shareholder's Class B account in any Fund to an amount which is lower than the
amount of all payments by the shareholder for the purchase of Class B shares in
that Fund during the preceding six years. However, no such charge will be
imposed to the extent that the aggregate net asset value of the Class B shares
redeemed does not exceed (a) the current aggregate net asset value of Class B
shares of that Fund purchased more than six years prior to the redemption, plus
(b) the current aggregate net asset value of Class B shares of that Fund
purchased through reinvestment of dividends or distributions, plus (c)
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increases in the net asset value of the investor's Class B shares of that Fund
above the total amount of payments for the purchase of Class B shares of that
Fund made during the preceding six years.
Proceeds from the contingent deferred sales charge are paid to, and are
used in whole or in part by, the Distributor to defray its expenses of providing
distribution related services to the Funds in connection with the sale of the
Class B shares, such as the payment of compensation to selected dealers and
agents. The combination of the contingent deferred sales charge and the
distribution fee facilitates the ability of the Fund to sell the Class B shares
without a sales charge being deducted at the time of purchase.
The amount of the contingent deferred sales charge, if any, paid by a
redeeming shareholder will vary depending on the number of years from the time
of payment for the purchase of Class B shares of any Fund (other than the Money
Market Fund) until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of payment for the purchase of
shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month.
The following table sets forth the rates of the contingent deferred sales
charge:
<TABLE>
<CAPTION>
Contingent Deferred Sales
Charge as a Percentage
Year Since Purchase of Amount Redeemed
Payment Made Subject to the Charge
- ----------------------------------------------------------------------------------------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 2.0%
Fifth 2.0%
Sixth 1.0%
Thereafter None
</TABLE>
In determining the rate of any applicable contingent deferred sales
charge, it will be assumed that a redemption is made of shares held by the
shareholder for the longest period of time. This will result in any such charge
being imposed at the lowest possible rate. For federal income tax purposes, the
amount of the contingent deferred sales charge generally will reduce the gain or
increase the loss, as the case may be, recognized on the redemption or
repurchase of shares.
The contingent deferred sales charge will be waived in connection with
the following redemptions: (i) withdrawals from
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qualified retirement plans and nonqualified deferred compensation plans
resulting from separation of service, loans, hardship withdrawals, QDROs and
excess contributions pursuant to applicable IRS rules; and Required Minimum
Distributions at age 70 1/2 for IRA and 403(b) TSA participants; (ii)
withdrawals related to the termination of a retirement plan where no successor
plan has been established; (iii) transfers within a retirement plan where the
proceeds of the redemption are invested in any guaranteed investment contract
written by New York Life or any of its affiliates, transfers to products offered
within a retirement plan which uses New York Life Benefit Services, Inc. as the
recordkeeper; as well as participant transfers or rollovers from a retirement
plan to a MainStay IRA; (iv) required distributions by charitable trusts under
Section 664 of the Code; (v) redemptions following the death of the shareholder
or the beneficiary of a living revocable trust or within one year following the
disability of a shareholder occurring subsequent to the purchase of shares; (vi)
redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly
premiums on insurance policies issued by New York Life or an affiliate; (vii)
continuing, periodic monthly or quarterly withdrawals, under the Systematic
Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's
Class B shares in a Fund; (viii) redemptions by New York Life or any of its
affiliates or by accounts managed by New York Life or any of its affiliates;
(ix) redemptions effected by registered investment companies by virtue of
transactions with a Fund; (x) involuntary redemptions of an account with a net
asset value of $250 ($500 for the Money Market Fund) or less; and (xi)
redemptions by shareholders of shares purchased with the proceeds of a
settlement payment made in connection with the liquidation and dissolution of a
limited partnership sponsored by New York Life or one of its affiliates.
Additional waivers in effect prior to January 1, 1998 will apply to redemptions
of Class B shares by accounts established before that date. The contingent
deferred sales charge is waived on such sales or redemptions to promote goodwill
and because the sales effort, if any, involved in making such sales is
negligible.
ADDITIONAL CDSC WAIVERS APPLICABLE TO ACCOUNTS ESTABLISHED BEFORE JANUARY 1,
1998
In addition to the categories outlined above, the CDSC will be waived in
connection with the following redemptions of Class B shares by accounts
established before January 1, 1998: (i) withdrawals from IRS qualified and
nonqualified retirement plans, individual retirement accounts, tax sheltered
accounts, and deferred compensation plans, where such withdrawals are permitted
under the terms of the plan or account (e.g., attainment of age 59 1/2,
separation from service, death, disability, loans, hardships,
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withdrawals of excess contributions pursuant to applicable IRS rules,
withdrawals based on life expectancy under applicable IRS rules); (ii)
preretirement transfers or rollovers within a retirement plan where the proceeds
of the redemption are invested in proprietary products offered or distributed by
New York Life or its affiliates; (iii) living revocable trusts on the death of
the beneficiary; (iv) redemptions made within one year following the death or
disability or a shareholder; (v) redemptions by directors, Trustees, officers
and employees (and immediate family members) of the Trust and of New York Life
and its affiliates where no commissions have been paid; (vi) redemptions by
employees of any dealer which has a soliciting dealer agreement with the
Distributor, and by any trust, pension, profit-sharing or benefit plan for the
benefit of such persons where no commissions have been paid; (vii) redemptions
by tax-exempt employee benefit plans resulting from the adoption or promulgation
of any law or regulation; (viii) redemptions by any state, country or city, or
any instrumentality, department, authority or agency thereof and by trust
companies and bank trust departments; and (ix) transfers to (a) other funding
vehicles sponsored or distributed by New York Life or an affiliated company, or
(b) guaranteed investment contracts, regardless of the sponsor, within a
retirement plan.
Shareholders should notify MainStay Shareholder Services, the Funds'
transfer agent, at the time of requesting such redemptions that they are
eligible for a waiver of the contingent deferred sales charge. Class B shares
upon which the contingent deferred sales charge may be waived may not be resold,
except to the Trust. Shareholders who are making withdrawals from retirement
plans and accounts or other tax-sheltered or tax-deferred accounts should
consult their tax advisers regarding the tax consequences of such withdrawals.
Proceeds from the contingent deferred sales charge are paid to, and are
used in whole or in part by, the Distributor to defray its expenses related to
providing distribution related services to the Funds in connection with the sale
of the Class C shares, such as the payment of compensation to selected dealers
and agents. The combination of the contingent deferred sales charge and the
distribution fee facilitates the ability of the Fund to sell the Class C shares
without a sales charge being deducted at the time of purchase.
CONTINGENT DEFERRED SALES CHARGE, CLASS C
A contingent deferred sales charge of 1% of the net asset value of Class
C shares will be imposed on redemptions of Class C shares of the Funds at the
time of any redemption by a shareholder which reduces the current value of the
shareholder's Class C account in
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any Fund to an amount which is lower than the amount of all payments by the
shareholder for the purchase of Class C shares in that Fund during the preceding
one year. However, no such charge will be imposed to the extent that the net
asset value of the Class C shares redeemed does not exceed (a) the current
aggregate net asset value of Class C shares of that Fund purchased more than one
year prior to the redemption, plus (b) the current aggregate net asset value of
Class C shares of that Fund purchased through reinvestment of dividends, or
distributions, plus (c) increases in the net asset value of the investor's Class
C shares of that Fund above the total amount of payments for the purchase of
Class C shares of that Fund made during the preceding one year.
REDEMPTIONS AND EXCHANGES
Shares may be redeemed directly from a Fund or through your Registered
Representative. Shares redeemed will be valued at the NAV per share next
determined after MSS receives the redemption request in "good order." "Good
order" with respect to a redemption request generally means that for
certificated shares, a stock power or certificate must be endorsed, and for
uncertificated shares a letter must be signed, by the record owner(s) exactly as
the shares are registered and the signature(s) must be guaranteed by an eligible
guarantor institution. In cases where redemption is requested by a corporation,
partnership, trust, fiduciary or any other person other than the record owner,
written evidence of authority acceptable to MSS must be submitted before the
redemption request will be accepted. The signature guarantee may be waived on a
redemption of $100,000 or less which is payable to the shareholder(s) of record
and mailed to the address of record, or under such other circumstances as the
Trust may allow. Send your written request to The MainStay Funds, P.O. Box 8401,
Boston, MA 02266-8401.
Upon the redemption of shares the redeeming Fund will make payment in
cash, except as described below, of the net asset value of the shares next
determined after such redemption request was received, less any applicable
contingent deferred sales charge. There will be no redemption, however, during
any period in which the right of redemption is suspended or date of payment is
postponed because the New York Stock Exchange is closed or trading on such
Exchange is restricted or the SEC deems an emergency to exist.
The value of the shares redeemed from a Fund may be more or less than the
shareholder's cost, depending on portfolio performance during the period the
shareholder owned the shares.
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REDEMPTION BY CHECK
The Money Market Fund and State Street Bank and Trust Company (the
"Bank") each reserve the right at any time to suspend the procedure permitting
redemption by check and intend to do so in the event that federal legislation or
regulations impose reserve requirements or other restrictions deemed by the
Trustees to be adverse to the interest of other shareholders of the Money Market
Fund. Shareholders who arrange to have checkwriting privileges will be subject
to the rules and regulations of the Bank pertaining to this checkwriting
privilege as amended from time to time. The applicable rules and regulations
will be made available by the Bank upon request when a shareholder establishes
checkwriting privileges.
SYSTEMATIC WITHDRAWAL PLAN
Dividends and capital gains distributions on shares held under the
Systematic Withdrawal Plan are reinvested in additional full and fractional
shares of the same Fund at NAV. MSS acts as agent for the shareholder in
redeeming sufficient full and fractional shares to provide the amount of the
systematic withdrawal payment and any contingent deferred sales charge, if
applicable.
DISTRIBUTIONS IN KIND
The Trust has agreed to redeem shares of each Fund solely in cash up to
the lesser of $250,000 or 1% of the net asset value of the Fund during any
90-day period for any one shareholder. The Trust reserves the right to pay other
redemptions, either total or partial, by a distribution in kind of securities
(instead of cash) from the applicable Fund's portfolio. The securities
distributed in such a distribution would be valued at the same value as that
assigned to them in calculating the NAV of the shares being redeemed. If a
shareholder receives a distribution in kind, he or she should expect to incur
transaction costs when he or she converts the securities to cash.
SUSPENSION OF REDEMPTIONS
The Trust may suspend the right of redemption of shares of any Fund and
may postpone payment for any period: (i) during which the New York Stock
Exchange is closed other than customary weekend and holiday closings or during
which trading on the New York Stock Exchange is restricted; (ii) when the SEC
determines that a state of emergency exists which may make payment or transfer
not reasonably practicable; (iii) as the SEC may by order permit for the
protection of the security holders of the Trust; or (iv) at any other time when
the Trust may, under applicable laws and
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regulations, suspend payment on the redemption or repurchase of its shares.
EXCHANGE PRIVILEGES
Exchanges will be based upon each Fund's NAV per share next computed
following receipt of a properly executed exchange request.
Subject to the conditions and limitations described herein, Class A,
Class B and Class C shares of a Fund may be exchanged for shares of an identical
class of a MainStay Fund registered in the state of residence of the investor or
where an exemption from registration is available and only with respect to Funds
that are available for sale to new investors.
In addition, an exchange privilege between Class A shares of the Funds
and MainStay Equity Index Fund is offered. Any exchanges between a Fund and
MainStay Equity Index Fund will be subject to the conditions applicable to Class
A share exchanges described herein, as well as any applicable minimum investment
requirements. No exchange privilege between Class B or Class C shares of the
Funds and MainStay Equity Index Fund is offered.
INVESTORS SHOULD READ THE PROSPECTUS CAREFULLY BEFORE THEY PLACE AN
EXCHANGE REQUEST.
Generally, shareholders may exchange their Class A shares of a Fund for
Class A shares of another MainStay Fund, without the imposition of a sales
charge. Any such exchanges will be based upon each Fund's NAV per share next
computed following receipt of a properly executed exchange request. However,
where a shareholder seeks to exchange Class A shares of the Money Market Fund
for Class A shares of another MainStay Fund which are subject to a front-end
sales charge, the applicable sales charge will be imposed on the exchange,
unless the shareholder has previously paid a sales charge with respect to such
shares.
Class B and Class C shares of a Fund may be exchanged for the same class
of shares of another MainStay Fund at the NAV next computed following receipt of
a properly executed exchange request, without the payment of a contingent
deferred sales charge; the sales charge will be assessed, if applicable, when
the shareholder redeems his or her shares without a corresponding purchase of
shares of another MainStay Fund. However, where a shareholder previously
exchanged his or her Class B or Class C shares into the Money Market Fund from
another MainStay Fund, the applicable contingent deferred sales charge will be
assessed when the shares are redeemed from the Money Market Fund even though the
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Money Market Fund does not otherwise assess a contingent deferred sales charge
on redemptions. Class B and Class C shares of a Fund acquired as a result of
subsequent investments, except reinvested dividends and distributions, will be
subject to the contingent deferred sales charge when ultimately redeemed or
repurchased without purchasing shares of another MainStay Fund.
Exchanges may only be made with respect to Funds registered in the state
of residence of the investor or where an exemption from registration is
available and only with respect to Funds that are available for sale to new
investors. An exchange may be made by either writing to MSS at the following
address: The MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401, or
by calling MSS at 1-800-MAINSTAY (8:00 AM to 4:00 PM Eastern time).
In times when the volume of telephone exchanges is heavy, additional
phone lines will be added by MSS. However, in times of very large economic or
market changes, the telephone exchange privilege may be difficult to implement.
When calling MSS to make a telephone exchange, shareholders should have
available their account number and Social Security or Taxpayer I.D. numbers.
Under the telephone exchange privilege, shares may only be exchanged among
accounts with identical names, addresses and Social Security or Taxpayer I.D.
numbers. Shares may be transferred among accounts with different names,
addresses and Social Security or Taxpayer I.D. numbers only if the exchange
request is in writing and is received in "good order." If the dealer permits,
the dealer representative of record may initiate telephone exchanges on behalf
of a shareholder, unless the shareholder notifies the Fund in writing not to
permit such exchanges.
It is the policy of The MainStay Funds to discourage frequent trading by
shareholders among the Funds in response to market fluctuations. Accordingly, in
order to maintain a stable asset base in each Fund and to reduce administrative
expenses borne by each Fund, five exchanges per account are permitted in each
calendar year without the imposition of any transaction fee; subsequently, a $10
fee will be assessed per exchange and additional exchange requests may be
denied.
For purposes of determining the length of time a shareholder owned Class
B or Class C shares prior to redemption or repurchase in order to determine the
applicable contingent deferred sales charge, if any, shares will be deemed to
have been held from the date of purchase of the shares, regardless of exchanges
into other Funds. For federal income tax purposes, an exchange is treated as a
sale on which an investor may realize a gain or loss. See "Understand the Tax
Consequences" for information concerning the federal income tax treatment of a
disposition of shares. All
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exchanges are subject to the minimum investment requirements of the Funds
involved. The exchange privilege may be modified or withdrawn at any time upon
prior notice.
DISTRIBUTIONS AND REDEMPTIONS FOR EQUITY INDEX FUND
For the Equity Index Fund, Distributions will be paid in additional
shares based on the NAV at the close of business on the payment date of the
distribution, unless the shareholder elects to receive such distributions in
cash. Receipt of dividends in cash by a shareholder will have the effect of
reducing the number of Guaranteed Shares held by that shareholder, and,
therefore, the value of the Guarantee to that shareholder. If, however, the Fund
pays a dividend in cash to all shareholders for the purpose of assuring the
Fund's compliance with applicable provisions of the Code, any such amounts paid
in cash will reduce the Guaranteed Amount applicable to each Guaranteed Share in
the amount of the dividend paid.
For shareholder convenience in monitor the number and value of a
shareholder's Guaranteed Shares, the Fund currently intends, through reverse
share splits, to combine any additional shares received by a shareholder as
dividends and distributions from the Fund with each originally purchased share
of the Fund to which such dividends and distributions relate, so that a
Guaranteed Share of the Fund will mean a single share of the Fund as purchased
and include in its NAV the value of all dividends and distributions attributable
to such originally purchased share and paid up to that point in time. Following
a reverse share split, a shareholder who has elected to reinvest dividends and
distributions from the Fund will hold the same number of Guaranteed Shares in
the Fund as the shareholder held prior to the reverse share split, but each
share will have a higher NAV (reflecting the added value of the dividends paid).
Shareholders who elect to receive their dividends and distributions from the
Fund in cash will, following a reverse share split, own fewer Guaranteed Shares
of the Fund, but those shares will have the same higher per share NAV as all
other Fund shares. IN EITHER CASE, THE OVERALL VALUE OF A SHAREHOLDER'S
INVESTMENT IN THE FUND WILL BE UNAFFECTED BY A REVERSE SHARE SPLIT. If reverse
share splits are not authorized, a Guaranteed Share shall mean, on a given date,
that number of shares of the Fund that a shareholder would hold on that date if
he had bought a single share and then held it, plus all shares issued as
dividends and distributions attributable to such share through the Guarantee
Date. This single share and all other shares issued through the reinvestment of
any dividends and distributions attributable to such share will be treated as a
single unit to which the Guaranteed Amount will apply as described above for a
Guaranteed Share. Shareholders who
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elect to receive dividends and distributions in cash would hold fewer shares of
the Fund and, consequently, fewer units as to which the Guaranteed Amount would
apply. Equity Index Fund shares may be redeemed by shareholders prior to their
Guaranteed Date. However, any such redeemed shares will lose the benefit of the
Guarantee.
Within seven days after acceptance of a redemption request, the Equity
Index Fund is required to make payment of the NAV of the shares on the date the
order was received in proper form, except that where a request is made at least
30 days prior to a dividend or distribution record date to redeem the dividend
shares immediately upon issuance (to effectively receive the dividend in cash),
redemption and payment will occur at that time.
TAX-DEFERRED RETIREMENT PLANS
CASH OR DEFERRED PROFIT SHARING PLANS UNDER SECTION 401(k) FOR CORPORATIONS AND
SELF-EMPLOYED INDIVIDUALS
Shares of a Fund, except the California Tax Free Fund, New York Tax Free
Fund and Tax Free Bond Fund, may also be purchased as an investment under a
specimen cash or deferred profit sharing plan intended to qualify under Section
401(k) of the Code (a "401(k) Plan") adopted by a corporation, a self-employed
individual (including sole proprietors and partnerships), or other organization.
All Funds, except the California Tax Free Fund, New York Tax Free Fund and Tax
Free Bond Fund, may be used as funding vehicles for qualified retirement plans
including 401(k) plans, which may be administered by third-party administrator
organizations. NYLIFE Distributors does not sponsor or administer such qualified
plans at this time.
INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
Shares of a Fund, except the California Tax Free Fund, New York Tax Free
Fund and Tax Free Bond Fund, may also be purchased as an underlying investment
for an IRA made available by NYLIFE Distributors. Three types of IRAs are
available -- a traditional IRA, the "Roth" IRA and the "Education" IRA.
An individual may contribute as much as $2,000 of his or her earned
income to a traditional IRA. A married individual filing a joint return may also
contribute to a traditional IRA for a nonworking spouse. The maximum deduction
allowed for a contribution to a spousal IRA is the lesser of (i) $2,000 or (ii)
the sum of (a) the compensation includible in the working spouse's gross income
plus (b) any compensation includible in the gross income of the nonworking
spouse, reduced by the amount of the
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deduction taken by the working spouse. The maximum deduction for an IRA
contribution by a married couple is $4,000.
An individual who has not attained age 70-1/2 may make a contribution to
a traditional IRA which is deductible for federal income tax purposes. For the
1999 tax year, a contribution is deductible only if the individual (and his or
her spouse, if applicable) has an adjusted gross income below a certain level
($51,000 for married individuals filing a joint return, with a phase-out of the
deduction for adjusted gross income between $51,000 and $61,000; $31,000 for a
single individual, with a phase-out for adjusted gross income between $31,000
and $41,000). These phase-out limits will gradually increase, eventually
reaching $50,000 - $60,000 for single filers in 2005 and thereafter (and
reaching $80,000 - $100,000 if married filing jointly in 2007 and thereafter).
In addition, a married individual may make a deductible IRA contribution even
though the individual's spouse is an active participant in a qualified
employer's retirement plan, subject to a phase-out for adjusted gross income
between $150,000 - $160,000 ($0-$10,000 for non-participant spouses filing a
separate return). However, an individual not permitted to make a deductible
contribution to an IRA may nonetheless make nondeductible contributions up to
the maximum contribution limit for that year. The deductibility of IRA
contributions under state law varies from state to state.
Distributions from IRAs (to the extent they are not treated as a tax-free
return of nondeductible contributions) are taxable under federal income tax laws
as ordinary income. There are special rules for determining how withdrawals are
to be taxed if an IRA contains both deductible and nondeductible amounts. In
general, all traditional IRAs are aggregated and treated as one IRA, all
withdrawals are treated as one withdrawal, and then a proportionate amount of
the withdrawal will be deemed to be made from nondeductible contributions;
amounts treated as a return of nondeductible contributions will not be taxable.
Certain early withdrawals are subject to an additional penalty tax. However,
there are exceptions for certain withdrawals, including: withdrawals up to a
total of $10,000 for qualified first-time homebuyer expenses or withdrawals used
to pay "qualified higher education expenses" of the taxpayer or his or her
spouse, child or grandchild. There are also special rules governing when IRA
distributions must begin and the minimum amount of such distributions; failure
to comply with these rules can result in the imposition of an excise tax.
Roth IRAs. Roth IRAs are a form of individual retirement account which
feature nondeductible contributions that may be made even after the individual
attains the age of 70-1/2. In certain cases,
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<PAGE> 369
distributions from a Roth IRA may be tax free. The Roth IRA, like the
traditional IRA, is subject to a $2,000 ($4,000 for a married couple)
contribution limit (taking into account both Roth IRA and traditional IRA
contributions). The maximum contribution that can be made is phased-out for
taxpayers with adjusted gross income between $95,000 and $110,000 ($150,000 -
$160,000 if married filing jointly). If the Roth IRA has been in effect for five
years, and distributions are (1) made on or after the individual attains the age
of 59-1/2; (2) made after the individual's death; (3) attributable to
disability; or (4) used for "qualified first-time home buyer expenses," they are
not taxable. If these requirements are not met, distributions are treated first
as a return of contributions and then as taxable earnings. Taxable distributions
may be subject to the same excise tax described above with respect to
traditional IRAs. All Roth IRAs, like traditional IRAs, are treated as one IRA
for this purpose. Unlike the traditional IRA, Roth IRAs are not subject to
minimum distribution requirements during the account owner's lifetime. However,
the amount in a Roth IRA is subject to required distribution rules after the
death of the account owner.
Education IRAs. A taxpayer may make non-deductible contributions of up to
$500 per year per beneficiary to an Education IRA. Contributions cannot be made
after the beneficiary becomes 18 years old. The maximum contribution is phased
out for taxpayers with adjusted gross income between $95,000 and $110,000
($150,000 - $160,000 if married filing jointly). Earnings are tax-deferred until
a distribution is made. If a distribution does not exceed the beneficiary's
"qualified higher education expenses" for the year, no part of the distribution
is taxable. If part of a distribution is taxable, a penalty tax will generally
apply as well. Any balance remaining in an Education IRA when the beneficiary
becomes 30 years old must be distributed and any earnings will be taxable and
subject to a penalty tax upon distribution.
All income and capital gains deriving from IRA investments in the Fund
are reinvested and compounded tax-deferred until distributed from the IRA. The
combination of annual contributions to a traditional IRA, which may be
deductible, and tax-deferred compounding can lead to substantial retirement
savings. Similarly, the combination of tax free distributions from a Roth IRA or
Education IRA combined with tax-deferred compounded earnings on IRA investments
can lead to substantial retirement and/or education savings.
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<PAGE> 370
403(b)(7) TAX SHELTERED ACCOUNT
Shares of a Fund, except the California Tax Free Fund, New York Tax Free
Fund and Tax Free Bond Fund, may also be purchased as the underlying investment
for tax sheltered custodial accounts (403(b) plans) made available by NYLIFE
Distributors. In general, employees of tax-exempt organizations described in
Section 501(c)(3) of the Code (such as hospitals, churches, religious,
scientific, or literary organizations and educational institutions) or a public
school system are eligible to participate in a 403(b) plan.
GENERAL INFORMATION
Shares of a Fund, except the California Tax Free Fund, New York Tax Free
Fund and Tax Free Bond Fund, may also be a permitted investment under profit
sharing, pension, and other retirement plans, IRAs, and tax-deferred annuities
other than those offered by the Fund depending on the provisions of the relevant
plan. Third-party administrative services, available for some corporate plans,
may limit or delay the processing of transactions.
The custodial agreements and forms provided by the Funds' Custodian and
Transfer Agent designate New York Life Trust Company as custodian for IRAs and
403(b) plans (unless another trustee or custodian is designated by the
individual or group establishing the plan) and contain specific information
about the plans. Each plan provides that dividends and distributions will be
reinvested automatically. For further details with respect to any plan,
including fees charged by New York Life Trust Company, tax consequences and
redemption information, see the specific documents for that plan.
The federal tax laws applicable to retirement plans, IRAs and 403(b)
plans are extremely complex and change from time to time. Therefore, an investor
should consult with his or her own professional tax adviser before establishing
any of the tax-deferred retirement plans described above.
CALCULATION OF PERFORMANCE QUOTATIONS
From time to time, quotations of the Money Market Fund's "yield" and
"effective yield" may be included in advertisements or communications to
shareholders. These performance figures are calculated in the following manner:
A. Yield -- the net annualized yield based on a specified
seven-calendar day period calculated at simple interest rates. Yield is
calculated by determining the net change, exclusive of
195
<PAGE> 371
capital changes, in the value of a hypothetical preexisting account
having a balance of one share at the beginning of the period, subtracting
a hypothetical charge reflecting deductions from shareholder accounts,
and dividing the difference by the value of the account at the beginning
of the base period to obtain the base period return. The yield is
annualized by multiplying the base period return by 365/7. The yield
figure is stated to the nearest hundredth of one percent. The yield of
the Class A, Class B and Class C shares of the Money Market Fund for the
seven-day period ended December 31, 1998 was 4.53%, 4.53% and 4.53%,
respectively.
B. Effective Yield -- the net annualized yield for a specified
seven-calendar day period assuming a reinvestment of dividends
(compounding). Effective yield is calculated by the same method as yield
except the yield figure is compounded by adding one, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result,
according to the following formula: Effective Yield = [(Base Period
Return + 1) 365/7] - 1. The effective yield of the Class A, Class B and
Class C shares of the Money Market Fund for the seven-day period ended
December 31, 1998 was 4.63%, 4.63% and 4.63%, respectively.
The yield and effective yield of the Money Market Fund reflect the
reduction of certain fees otherwise payable and voluntary expense
limitations. Had there been no reduction of fees or expense limitations,
the yield and effective yield of the Money Market Fund would have been
4.50% and 4.60%, respectively, for Class A shares, 4.50% and 4.60%,
respectively, for Class B shares and 4.50% and 4.60%, respectively, for
Class C shares for the seven-day period ended December 31, 1998.
As described above, yield and effective yield are based on historical
earnings and are not intended to indicate future performance. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of the assumed reinvestment of dividends. Yield and effective yield will
vary based on changes in market conditions and the level of expenses.
From time to time a Fund, other than the Money Market Fund, may publish
its yield and/or average annual total return in advertisements and
communications to shareholders. Total return and yield are computed separately
for Class A and Class B shares. The average annual total return of each Fund is
determined for a particular period by calculating the actual dollar amount of
the investment return on a $1,000 investment in the Fund made at the maximum
public offering price at the beginning of the period, and then calculating the
annual compounded rate of return which would produce that amount. Total return
for a period of one year is
196
<PAGE> 372
equal to the actual return of the Fund during that period and reflects fee
waivers and reimbursements in effect for each period. This calculation assumes a
complete redemption of the investment and the deduction of the maximum
contingent deferred sales charge at the end of the period in the case of Class B
shares. In the case of Class A shares, the calculation assumes the maximum sales
charge is deducted from the initial $1,000 purchase order. It also assumes that
all dividends and distributions are reinvested at net asset value on the
reinvestment dates during the period. The performance information shown below
for the period ended December 31, 1998 provides performance figures for both
Class A and Class B shares of the Funds, except in the case of the Equity Index
Fund which offers only one class of shares, Class A shares.
In considering any average annual total return quotation, investors
should remember that the maximum initial sales charge reflected in each
quotation for Class A shares is a one-time fee which will have its greatest
impact during the early stages of an investor's investment in the Fund. The
actual performance of your investment will be affected less by this charge the
longer you retain your investment in the Fund.
Quotations of each Fund's average annual total return will be calculated
according to the following SEC formula:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10-year periods at the
end of the 1, 5, or 10-year periods (or fractional portion
thereof)
Each Fund may quote total rates of return in addition to its average
annual total return. Such quotations are computed in the same manner as the
average annual compounded rate, except that such quotations will be based on a
Fund's actual return for a specified period as opposed to its average return
over 1, 5, and 10-year periods. In considering any total rate of return
quotation, investors should remember that the maximum initial sales charge
reflected in each quotation for Class A shares is a one-time fee which will have
its greatest impact during the early stages of an investor's investment in the
Fund. The actual performance of your investment will be affected less by this
charge the longer you retain your investment in the Fund.
197
<PAGE> 373
The average annual total returns of the Class A shares of the following
Funds for the 1-year and, as applicable, 5-year and 10-year periods ended
December 31, 1998 and the period from inception to December 31, 1998 were as
follows:*
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98 12/31/98 12/31/98 Return(a) Date
- ----------------------------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund............... -- -- -- 10.00% 6/1/98
California Tax Free Fund............ 0.59% 4.23% -- 6.00% 10/1/91
Capital Appreciation Fund (b)....... 31.59% 21.08% 21.95% 16.64% 5/1/86
Convertible Fund (b)................ (4.34)% 7.83% 11.74% 9.27% 5/1/86
Equity Income Fund.................. -- -- -- (1.71)% 6/1/98
Equity Index Fund................... 23.86% 22.25% -- 19.02% 12/20/90
Global High Yield Fund.............. -- -- -- (20.14)% 6/1/98
Government Fund (b)................. 3.44% 5.41% 6.88% 6.68% 5/1/86
Growth Opportunities Fund........... -- -- -- 12.08% 6/1/98
High Yield Corporate Bond Fund (b).. (2.52)% 9.21% 10.28% 9.80% 5/1/86
International Bond Fund (b)......... 6.59% -- -- 9.36% 9/13/94
International Equity Fund (b)....... 13.56% -- -- 7.04% 9/13/94
New York Tax Free Fund.............. 0.64% 4.43% -- 6.22% 10/1/91
Research Value Fund................. -- -- -- (2.67)% 6/1/98
Small Cap Growth Fund............... -- -- -- (0.68)% 6/1/98
Small Cap Value Fund................ -- -- -- (14.67)% 6/1/98
Strategic Income Fund............... 0.44% -- -- 3.80% 2/28/97
Strategic Value Fund................ (5.01)% -- -- (0.93)% 10/22/97
Tax Free Bond Fund (b).............. 0.26% 4.13% 6.21% 6.10% 5/1/86
Total Return Fund (b)............... 19.95% 15.06% 14.33% 13.74% 12/29/87
Value Fund (b)...................... (12.50)% 10.79% 13.82% 10.95% 5/1/86
</TABLE>
- ----------
* Assumes the deduction of the maximum applicable initial sales charge.
(a) From inception to 12/31/98.
(b) Performance figures for the Funds' Class A shares, first offered to the
public on January 3, 1995, include the historical performance of the Fund's
Class B shares for the period from inception through December 31, 1994.
Performance data for the two classes after this date vary based on differences
in their expense structures.
The average annual total returns of the Class B shares of the following
Funds for the 1-year and, as applicable, 5-year and 10-year periods ended
December 31, 1998, and the period from inception to December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98* 12/31/98* 12/31/98* Return(a) Date
- ---------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund........... -- -- -- 11.00% 6/1/98
California Tax Free Fund........ 0.07% 4.63% -- 6.52% 10/1/91
Capital Appreciation Fund....... 33.15% 21.71% 22.36% 16.95% 5/1/86
Convertible Fund................ (4.47)% 8.22% 12.09% 9.54% 5/1/86
Equity Income Fund.............. -- -- -- (1.44)% 6/1/98
Global High Yield Fund.......... -- -- -- (20.98)% 6/1/98
Government Fund 2.52% 5.52% 7.10% 6.85% 5/1/86
Growth Opportunities Fund....... -- -- -- 13.00% 6/1/98
High Yield Corporate Bond Fund.. (3.69)% 9.40% 10.52% 9.99% 5/1/86
International Bond Fund......... 5.79% -- -- 9.51% 9/13/94
International Equity Fund....... 14.34% -- -- 7.33% 9/13/94
New York Tax Free Fund.......... 0.00% 4.85% -- 6.75% 10/1/91
Research Value Fund............. -- -- -- (2.50)% 6/1/98
Small Cap Growth Fund........... -- -- -- (0.40)% 6/1/98
Small Cap Value Fund............ -- -- -- (14.50)% 6/1/98
Strategic Income Fund........... (0.65)% -- -- 3.55% 2/28/97
Strategic Value Fund............ (5.26)% -- -- (0.20)% 10/22/97
</TABLE>
198
<PAGE> 374
<TABLE>
<S> <C> <C> <C> <C> <C>
Tax Free Bond Fund.............. (0.17)% 4.60% 6.62% 6.42% 5/1/86
Total Return Fund............... 20.96)% 15.62% 14.72% 14.09% 12/29/87
Value Fund...................... (12.69)% 11.25% 14.19% 11.24% 5/1/86
</TABLE>
- ----------
* Assumes a complete redemption at the end of each year and the deduction of
the maximum applicable contingent deferred sales charge.
(a) From inception to 12/31/98.
(b) Performance figures for the Funds' Class B shares, first offered to the
public on January 3, 1995, include the historical performance of the Fund's
Class A shares for the period from inception through December 31, 1994.
Performance data for the two classes after this date vary based on differences
in their expense structures.
The average annual total returns of the Class C shares of the following
Funds for the 1-year and, as applicable, 5-year and 10-year periods ended
December 31, 1998, and the period from inception to December 31, 1998 were as
follows:*
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98* 12/31/98* 12/31/98* Return(a) Date
- --------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund............... -- -- -- 15.00% 6/1/98
California Tax Free Fund............ 4.07% 4.97% -- 6.52% 10/1/91
Capital Appreciation Fund........... 37.15% 21.89% 22.36% 16.95% 5/1/86
Convertible Fund.................... (0.47)% 8.51% 12.09% 9.54% 5/1/86
Equity Income Fund.................. -- -- -- 2.56% 6/1/98
Global High Yield Fund.............. -- -- -- 17.65% 6/1/98
Government Fund..................... 6.52% 5.84% 7.10% 6.85% 5/1/86
Growth Opportunities Fund........... -- -- -- 17.00% 6/1/98
High Yield Corporate Bond Fund...... 0.31% 9.68% 10.52% 9.99% 5/1/86
International Bond Fund............. 9.79% -- -- 9.85% 9/13/94
International Equity Fund........... 18.34% -- -- 7.70% 9/13/94
New York Tax Free Fund.............. 4.00% 5.18% -- 6.75% 10/1/91
Research Value Fund................. -- -- -- 1.50% 6/1/98
Small Cap Growth Fund............... -- -- -- 3.60% 6/1/98
Small Cap Value Fund................ -- -- -- (10.90)% 6/1/98
Strategic Income Fund............... 3.35% -- -- 5.05% 2/28/97
Strategic Value Fund................ 1.27% -- -- 3.15% 10/22/97
Tax Free Bond Fund.................. 3.83% 4.93% 6.62% 6.42% 5/1/86
Total Return Fund................... 24.96% 15.84% 14.72% 14.09% 12/29/87
Value Fund.......................... (9.01)% 11.51% 14.19% 11.24% 5/1/86
</TABLE>
- ----------
* Assumes a complete redemption at the end of each year and the deduction of
the maximum applicable contingent deferred sales charge. Performance figures for
the Funds' Class C shares, first offered to the public on September 1, 1998,
include the historical performance of the Funds' Class B shares for the period
from inception through August 31, 1998 Performance data for the two classes
after this date vary based on differences in their expense structures.
(a) From inception to 12/31/98.
The average annual total returns of the Class A shares of the following
Funds for the 1-year and as applicable, 5-year and 10-year periods ended
December 31, 1998, and the period from inception to December 31, 1998, without
deducting the applicable initial sales charge is as follows:
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98 12/31/98 12/31/98 Return(a) Date
- --------------------------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund................ -- -- -- 16.40% 6/1/98
California Tax Free Fund............. 5.33% 5.19% -- 6.67% 10/1/91
Capital Appreciation Fund (b)........ 39.24% 22.45% 22.64% 17.16% 5/1/86
Convertible Fund(b).................. 1.23% 9.06% 12.38% 9.76% 5/1/86
Equity Income Fund................... -- -- -- 4.01% 6/1/98
Equity Index Fund.................... 27.69% 23.00% -- 19.47% 12/20/90
Global High Yield Fund............... -- -- -- (16.38)% 6/1/98
Government Fund(b)................... 8.32% 6.39% 7.38% 7.07% 5/1/86
</TABLE>
199
<PAGE> 375
<TABLE>
<S> <C> <C> <C> <C> <C>
Growth Opportunities Fund............ -- -- -- 18.60% 6/1/98
High Yield Corporate Bond Fund (b)... 2.07% 10.22% 10.79% 10.20% 5/1/86
International Bond Fund (b).......... 11.61% -- -- 10.54% 9/13/94
International Equity Fund (b)........ 20.17% -- -- 8.45% 9/13/94
New York Tax Free Fund............... 5.38% 5.40% -- 6.90% 10/1/91
Research Value Fund.................. -- -- -- 3.00% 6/1/98
Small Cap Growth Fund................ -- -- -- 5.10% 6/1/98
Small Cap Value Fund................. -- -- -- (9.70)% 6/1/98
Strategic Income Fund................ 5.17% -- -- 6.43% 2/28/97
Strategic Value Fund................. 0.52% -- -- 3.89% 10/22/97
Tax Free Bond Fund (b)............... 4.98% 5.09% 6.70% 6.48% 5/1/86
Total Return Fund (b)................ 26.93% 16.37% 14.98% 14.33% 12/29/87
Value Fund (b)....................... (7.41)% 12.05% 14.47% 11.45% 5/1/86
</TABLE>
- ----------
(a)From inception to 12/31/98.
(b)Performance figures for the Funds' Class A shares, first offered to the
public on January 3, 1995, include the historical performance of the Fund's
Class B shares for the period from inception through December 31, 1994.
Performance data for the two classes after this date vary based on differences
in their expense structures.
The average annual total returns of the Class B shares of the following
Funds for the 1-year and as applicable, 5-year and 10-year periods ended
December 31, 1998, and the period from inception to December 31, 1998, without
deducting the applicable contingent deferred sales charge is as follows:*
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98 12/31/98 12/31/98 Return(a) Date
- ----------------------------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund............... -- -- -- 16.00% 6/1/98
California Tax Free Fund............ 5.07% 4.97% -- 6.52% 10/1/91
Capital Appreciation Fund........... 38.15% 21.89% 22.36% 16.95% 5/1/86
Convertible Fund.................... 0.53% 8.51% 12.09% 9.54% 5/1/86
Equity Income Fund.................. -- -- -- 3.56% 6/1/98
Global High Yield Fund.............. -- -- -- (16.82)% 6/1/98
Government Fund..................... 7.52% 5.84% 7.10% 6.85% 5/1/86
Growth Opportunities Fund........... -- -- -- 18.00% 6/1/98
High Yield Corporate Bond Fund...... 1.31% 9.68% 10.52% 9.99% 5/1/86
International Bond Fund............. 10.79% -- -- 9.85% 9/13/94
International Equity Fund........... 19.34% -- -- 7.70% 9/13/94
New York Tax Free Fund.............. 5.00% 5.18% -- 6.75% 10/1/91
Research Value Fund................. -- -- -- 2.50% 6/1/98
Small Cap Growth Fund............... -- -- -- 4.60% 6/1/98
Small Cap Value Fund................ -- -- -- (10.00)% 6/1/98
Strategic Income Fund............... 4.35% -- -- 5.65% 2/28/97
Strategic Value Fund................ (0.27)% -- -- 3.15% 10/22/97
Tax Free Bond Fund.................. 4.83% 4.93% 6.62% 6.42% 5/1/86
Total Return Fund................... 25.96% 15.84% 14.72% 14.09% 12/29/87
Value Fund.......................... (8.09)% 11.51% 14.19% 11.24% 5/1/86
</TABLE>
- ----------
(a) From inception to 12/31/98.
The average annual total returns of the Class C shares of the following
Funds for the 1-year and as applicable, 5-year and 10-year periods ended
December 31, 1998, and the period from inception to December 31, 1998, without
deducting the applicable contingent deferred sales charge is as follows:
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<PAGE> 376
<TABLE>
<CAPTION>
Average
Year Five Years Ten Years Annual
Ended Ended Ended Total Inception
Fund 12/31/98* 12/31/98* 12/31/98* Return(a) Date
- ---------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Blue Chip Growth Fund............... -- -- -- 16.00% 6/1/98
California Tax Free Fund............ 5.07% 4.97% -- 6.52% 10/1/91
Capital Appreciation Fund........... 38.15% 21.89% 22.36% 16.95% 5/1/86
Convertible Fund.................... 0.53% 8.51% 12.09% 9.54% 5/1/86
Equity Income Fund.................. -- -- -- 3.56% 6/1/98
Global High Yield Fund.............. -- -- -- (16.82)% 6/1/98
Government Fund..................... 7.52% 5.84% 7.10% 6.85% 5/1/86
Growth Opportunities Fund........... -- -- -- 18.00% 6/1/98
High Yield Corporate................
Bond Fund 1.31% 9.68% 10.52% 9.99% 5/1/86
International Bond Fund............. 10.79% -- -- 9.85% 9/13/94
International Equity Fund........... 19.34% -- -- 7.70% 9/13/94
New York Tax Free Fund.............. 5.00% 5.18% -- 6.75% 10/1/91
Research Value Fund................. -- -- -- 2.50% 6/1/98
Small Cap Growth Fund............... -- -- -- 4.60% 6/1/98
Small Cap Value Fund................ -- -- -- (10.00)% 6/1/98
Strategic Income Fund 4.35% -- -- 5.65% 2/28/97
Strategic Value Fund (0.27)% -- -- 3.15% 10/22/97
Tax Free Bond Fund 4.83% 4.93% 6.62% 6.42% 5/1/86
Total Return Fund 25.96% 15.84% 14.72% 14.09% 12/29/87
Value Fund (8.09)% 11.51% 14.19% 11.24% 5/1/86
</TABLE>
- ----------
(a) From inception to 12/31/98.
(*) Performance figures for the Funds' Class C shares, first offered to the
public on September 1, 1998, include the historical performance of the Funds'
Class B shares for the period from inception through August 31, 1998.
Performance data for the two classes after this date vary based on differences
in their expense structures.
The average annual total returns of the MAP Equity Fund's Class I Shares
for the 1-year, 5-year and 10-year periods ended December 31, 1998 are 18.33%,
20.62%, and 16.90%, respectively. These figures are based on the performance of
the Mutual Benefit Fund, which was renamed the MAP-Equity Fund in 1995. If the
current shareholders of the MAP-Equity Fund approve an Agreement and Plan of
Reorganization at their June 3, 1999 meeting, the MAP-Equity Fund will be
reorganized as the MainStay MAP Equity Fund and existing MAP-Equity Fund
shareholders will become Class I shareholders of MainStay Map Equity Fund.
The performance data quoted represents historical performance and the
investment return and principal value of an investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost.
The yield of each Fund, except the Money Market Fund, is computed by
dividing its net investment income (determined in accordance with the following
SEC formula) earned during a recent 30-day period by the product of the average
daily number of shares outstanding and entitled to receive dividends during the
period and the maximum offering price per share on the last day of the period.
The results are compounded on a bond equivalent (semiannual) basis and then they
are annualized. Yield will be calculated using the following SEC formula:
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<PAGE> 377
6
Yield = 2[(a-b +1) -1]
--------
cd
where:
a = interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that were
entitled to receive dividends
d = the maximum offering price per share on the last day of the period
This yield figure does not reflect the deduction of any contingent
deferred sales charges which are imposed upon certain redemptions at the rates
set forth under "Redemptions and Repurchases" in the Prospectus.
For the 30-day period ended December 31, 1998, the yield of each of the
following Funds was:
<TABLE>
<CAPTION>
30-Day
Period Ended
December 31,
1998
----
Fund Class A Class B Class C
---- ------- ------- -------
<S> <C> <C> <C>
California Tax Free Fund.................................... 4.17 4.10 4.10
Government Fund............................................. 4.46 3.92 3.92
High Yield Corporate Bond Fund.............................. 8.08 7.69 7.69
International Bond Fund..................................... 3.48 2.89 2.89
New York Tax Free Fund...................................... 4.45 4.39 4.39
Tax Free Bond Fund.......................................... 4.13 4.07 4.07
Strategic Income Fund....................................... 5.16 4.64 4.64
</TABLE>
The California Tax Free Fund, New York Tax Free Fund and Tax Free Bond
Fund may publish its tax equivalent yield in advertisements and communications
to shareholders. The tax equivalent yield is calculated by determining the rate
of return that would have to be achieved on a fully taxable investment to
produce the after-tax equivalent of the Fund's yield, assuming certain tax
brackets for a Fund shareholder.
The table below illustrates the taxable yield equivalent to a tax-free
yield of 5.50%.*+
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<TABLE>
<CAPTION> To Equal a 5.50% Tax
If Free Return, a Taxable
Your Federal Investment Would Have to
Marginal Tax Earn Without Fee Reduction
Rate is: or Expense Limit
----------------- --------------------------
<S> <C>
15.00% 6.47%
28.00% 7.64%
31.00% 7.97%
36.00% 8.59%
39.60% 9.11%
</TABLE>
- ----------
* This table reflects application of the regular Federal income tax only; other
taxes may be applicable with respect to a particular shareholder. Such taxes
could change the information shown. Tax rates are subject to change. Investors
in the California and New York Tax Free Funds should in particular note that the
chart does not reflect any state and local taxes that may be deductible in
computing Federal income tax liability.
+ This table is for illustrative purposes only; investors should consult their
tax advisers with respect to the tax implications of an investment in a Fund
that invests primarily in securities, the interest on which is exempt from
regular Federal income tax.
A Fund may also include its current dividend rate in its prospectus, in
supplemental sales literature, or in communications to shareholders. The current
dividend rate of each Fund for a particular period is calculated by annualizing
total distributions per share from net investment income (including equalization
credits, excluding realized short-term capital gains and premiums from writing
options) during this period and dividing this amount by the maximum offering
price per share on the last day of the period. The current dividend rate does
not reflect all components of a Fund's performance including (i) realized and
unrealized capital gains and losses, which are reflected in calculations of a
Fund's total return, or (ii) the amortized discount and premium on debt
obligations in income using the current market value of the obligations, as is
currently required for yield calculations. In addition, the current dividend
rate does not take into account the imposition of any contingent deferred sales
charge on the redemption of Fund shares. Any performance figure which does not
take into account the contingent deferred sales charge would be reduced to the
extent such charge is imposed upon a redemption.
Investors should note that the investment results of a Fund will
fluctuate over time, and any presentation of a Fund's yield, current dividend
rate, total return or tax-equivalent yield of any prior period should not be
considered as a representation of what an investment may earn or what an
investor's yield, current dividend rate, total return or tax-equivalent yield
may be in any future period.
In addition, advertising for a Fund may indicate that investors may
consider diversifying their investment portfolios in order to
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seek protection of the value of their assets against inflation. From time to
time, advertising materials for a Fund may refer to or discuss current or past
business, political, economic or financial conditions, including events as they
relate to those conditions, such as any U.S. monetary or fiscal policies and the
current rate of inflation. In addition, from time to time, advertising materials
for a Fund may include information concerning retirement and investing for
retirement and may refer to the approximate number of then-current Fund
shareholders, shareholder accounts and Fund assets.
From time to time, advertising and sales literature for a Fund may
discuss the investment philosophy, personnel and assets under management of the
Fund's Manager and Sub-Adviser, and other pertinent facts relating to the
management of the Fund by the Sub- Adviser.
From time to time any of the Funds may publish an indication of its past
performance as measured by independent sources such as Lipper Analytical
Services, Incorporated, Weisenberger Investment Companies Service, Donoghue's
Money Fund Report, Spot Market Prices, Barron's, BusinessWeek, Kiplinger's
Personal Finance, Financial World, Forbes, Money, Morningstar, Personal
Investor, Sylvia Porter's Personal Finance, and The Wall Street Journal.
In addition, performance information for a Fund may be compared, in
advertisements, sales literature, and reports to shareholders, to: (i) unmanaged
indexes, such as the Standard & Poor's 500 Composite Stock Price Index, the
Salomon Brothers Broad Investment Grade Bond Index, the Morgan Stanley Capital
International indexes, the Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, the Merrill Lynch 1 to 3 Year Treasury Index, the
Salomon Brothers World Government Benchmark Bond Index, the Salomon Brothers
non-U.S. Dollar World Government Bond Index, the Lehman Brothers Municipal Bond
Index and the Lehman Brothers Government Corporate Index; (ii) other groups of
mutual funds tracked by Morningstar Inc. or Lipper Analytical Services, widely
used independent research firms which rank mutual funds by overall performance,
investment objectives and assets, or tracked by other services, companies,
publications or persons who rank mutual funds on overall performance or other
criteria; and (iii) the Consumer Price Index (measure for inflation) and other
measures of the performance of the economy to assess the real rate of return
from an investment in the Funds. Advertisements for a Fund may also include
general information about the performance of unmanaged indexes with investment
parameters similar to the Fund's. Unmanaged indexes may assume the reinvestment
of dividends but generally do not reflect deductions for administrative and
management costs and expenses.
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From time to time, advertisements for the Funds may include general
information about the services and products offered by the Funds, MainStay
Institutional Funds Inc. and New York Life Insurance Company and its
subsidiaries. For example, such advertisements may include statistical
information about those entities including, but not limited to, the number of
current shareholder accounts, the amount of assets under management, sales
information, the distribution channels through which the entities' products are
available, marketing efforts and statements about this information by the
entities' officers, directors and employees.
TAX INFORMATION
TAXATION OF THE FUNDS
The following summarizes certain federal income tax considerations
generally affecting the Funds and their stockholders. No attempt is made to
present a detailed explanation of the tax treatment of the Funds or their
stockholders, and the discussion here is not intended as a substitute for
careful tax planning. The discussion is based upon provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the regulations promulgated
thereunder, and judicial and administrative ruling authorities, all of which are
subject to change, which change may be retroactive. Prospective investors should
consult their own tax advisors with regard to the federal tax consequences of
the purchase, ownership, and disposition of Fund shares, as well as the tax
consequences arising under the laws of any state, foreign country, or other
taxing jurisdiction.
Each Fund intends to be treated as a regulated investment company ("RIC")
under Subchapter M of the Code. To qualify as a regulated investment company,
each Fund must, among other things: (i) derive in each taxable year at least 90%
of its gross income from dividends, interest, payments with respect to certain
securities loans, and gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities, or currencies ("Qualifying
Income Test"); (ii) diversify its holdings so that, at the end of each quarter
of the taxable year, (a) at least 50% of the market value of the Fund's assets
is represented by cash, cash items, U.S. Government securities, the securities
of other regulated investment companies, and other securities, with such other
securities of any one issuer limited for the purposes of this calculation to an
amount not greater than 5% of the value of the Fund's total assets and 10% of
the outstanding voting securities of such issuer, and (b) not more than 25% of
the value of its total assets is invested
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in the securities on any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies), or of two or more
issuers which the Fund controls (as that term is defined in the relevant
provisions of the Code) and which are determined to be engaged in the same or
similar trades or businesses or related trades or businesses; and (iii)
distribute at least 90% of the sum of its investment company taxable income
(which includes, among other items, dividends, interest and net short-term
capital gains in excess of any net long-term capital losses) and its net
tax-exempt interest each taxable year. The Treasury Department is authorized to
promulgate regulations under which foreign currency gains would constitute
qualifying income for purposes of the Qualifying Income Test only if such gains
are directly related to investing in securities (or options and futures with
respect to securities). To date, no such regulations have been issued.
Certain requirements relating to the qualification of a Fund as regulated
investment company may limit the extent to which a Fund will be able to engage
in certain investment practices, including transactions in futures contracts and
other types of derivative securities transactions. In addition, if a Fund were
unable to dispose of portfolio securities due to settlement problems relating to
foreign investments or due to the holding of illiquid securities, the Fund's
ability to qualify as a regulated investment company might be affected.
A Fund qualifying as a regulated investment company generally will not be
subject to U.S. federal income tax on its investment company taxable income and
net capital gains (any net long-term capital gains in excess of the net
short-term capital losses), if any, that it distributes to shareholders. Each
Fund intends to distribute to its shareholders, at least annually, substantially
all of its investment company taxable income and any net capital gains.
Generally, regulated investment companies, like the Fund, must distribute
amounts on a timely basis in accordance with a calendar year distribution
requirement in order to avoid a nondeductible 4% excise tax. Generally, to avoid
the tax, a regulated investment company must distribute during each calendar
year, (i) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (ii) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses) for
the 12-month period ending on October 31 of the calendar year, and (iii) all
ordinary income and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each Fund intends to
make its distributions in accordance with the calendar year
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distribution requirement. A distribution is treated as paid on December 31 of
the calendar year if it is declared by a Fund in October, November or December
of that year to shareholders of record on a date in such a month and paid by the
Fund during January of the following calendar year. Such distributions are
taxable to shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.
Provided that a Fund qualifies as a regulated investment company, under
the Code, it generally will not be subject to any excise or income taxes in
Massachusetts. A Fund's investments, if any, in REMIC residual interests (as
explained previously in this SAI) or in Passive Foreign Investment Companies, as
explained below, may cause the Fund to become liable for certain taxes.
Investors that are tax-exempt organizations should carefully consider whether
distributions of a Fund's earnings will be subject to tax in their hands.
Certain of the Funds have received a ruling from the IRS to the effect
that differing distributions between the classes of its shares will not result
in a Fund's dividends and other distributions being regarded as "preferential
dividends" under the Code. Generally, a preferential dividend is a dividend
which a Fund cannot treat as having been distributed for purposes of (i)
determining whether the Fund qualifies as a regulated investment company for
federal tax purposes, and (ii) determining the Fund's tax liability.
CHARACTER OF DISTRIBUTIONS TO SHAREHOLDERS -- GENERAL
Assuming a Fund qualifies as a RIC, distributions of taxable net
investment income and net short-term capital gains in excess of net long-term
capital losses will be treated as ordinary income in the hands of shareholders.
If a Fund's investment income is derived exclusively from sources (such as
interest) other than dividends, no portion of such distributions will be
eligible for the dividends-received deduction available to corporations.
If a portion of a Fund's net investment income is derived from dividends
from domestic corporations, then a portion of such distributions may be eligible
for the corporate dividends-received deduction. The dividends-received deduction
is reduced to the extent shares of a Fund are treated as debt-financed under the
Code and is generally eliminated unless such shares are deemed to have been held
for more than 45 days. The 45-day holding period must occur during the 90-day
period beginning 45 days before the date on which the shares become ex-dividend.
In the case of dividends on certain preferred stock, the holding period
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requirement is 90 days during a 180-day period. In addition, the entire dividend
(including the deducted portion) is includable in the corporate shareholder's
alternative minimum taxable income. Finally, if such dividends are large enough
to constitute "extraordinary dividends" under Section 1059 of the Code and the
applicable holding period requirements are not met, the shareholder's basis in
its shares could be reduced by all or a portion of the amount of the dividends
that qualifies for the dividends-received deduction.
Distributions of a fund's net capital gain, whether received in cash or
reinvested in Fund shares, will generally be taxable to shareholders as
long-term capital gains, regardless of how long a Shareholder has held the
Fund's Shares. Net capital gains from assets held for one year or less will be
taxed as ordinary income.
Any loss realized upon the redemption of shares within six months from
the date of their purchase will be treated as a long-term capital loss to the
extent of any capital gain dividends received with respect to such shares during
that six-month period. A loss realized upon a redemption of shares of a Fund
within 30 days before or after a purchase of shares of the same Fund (whether by
reinvestment of distributions or otherwise) may be disallowed in whole or in
part.
If any net long-term capital gains in excess of net short-term capital
losses are retained by a Fund for reinvestment, requiring federal income taxes
to be paid thereon by that Fund, the Fund intends to elect to treat such capital
gains as having been distributed to shareholders. As a result, such capital
gains will be taxable to the shareholders. Shareholders will be able to claim
their proportionate share of the federal income taxes paid by the Fund on such
gains as a credit against their own federal income tax liabilities and will be
entitled to increase the adjusted tax basis of the relevant Fund shares by the
difference between their pro-rata share of such gains and their tax credit.
Except for distributions by the Money Market Fund, distributions by a
Fund result in a reduction in the net asset value of a Fund's shares. Should a
distribution reduce the net asset value below a shareholder's cost basis, such
distribution nevertheless would generally be taxable to the shareholder (except
to the extent the distribution is an exempt interest dividend as described
below) as ordinary income or capital gain as described above, even though, from
an investment standpoint, it may constitute a partial return of investment. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution. The price of shares purchased at
that time includes the amount of the forthcoming distribution. Those investors
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purchasing shares just prior to a distribution will then receive a partial
return of their investment upon such distribution, which may nevertheless be
taxable to them.
Distributions of taxable net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Any distributions that are not from a Fund's net investment income or net
capital gain may be characterized as a return of capital to shareholders or, in
some cases, as capital gain. Shareholders electing to receive distributions in
the form of additional shares will have a cost basis for federal income tax
purposes in each share so received equal to the net asset value of such share on
the reinvestment date.
CHARACTER OF DISTRIBUTIONS TO SHAREHOLDERS -- THE TAX-FREE FUNDS
The Code permits the character of tax-exempt interest distributed by a
regulated investment company to "flow through" as tax-exempt interest to its
shareholders, provided that 50% or more of the value of its assets at the end of
each quarter of its taxable year is invested in state, municipal or other
obligations the interest on which is exempt under Section 103(a) of the Code.
Each of the California Tax Free Fund, New York Tax Free Fund and Tax Free Bond
Fund (collectively, the "Tax Free Funds") intend to satisfy the 50% requirement
to permit their distributions of tax-exempt interest to be treated as such for
regular Federal income tax purposes in the hands of their shareholders.
Exempt-interest dividends must be taken into account by individual shareholders
in determining whether their total incomes are large enough to result in
taxation of up to 85% of their social security benefits and certain railroad
retirement benefits. None of the income distributions of the Tax Free Funds will
be eligible for the deduction for dividends received by corporations.
Although a significant portion of the distributions by the Tax Free Funds
generally is expected to be exempt from federal taxes, each of these Funds may
under certain circumstances invest in obligations the interest from which is
fully taxable, or, although exempt from the regular federal income tax, is
subject to the alternative minimum tax. Similarly, gains from the sale or
exchange of obligations the interest on which is exempt from regular Federal
income tax will constitute taxable income to those Funds. In addition, a sale of
shares in such Fund (including a redemption of such shares and an exchange of
shares between two mutual funds) will be a taxable event, and may result in a
taxable gain or loss to a shareholder. Accordingly, it is possible that a
significant portion of the distributions of these Funds will constitute taxable
rather than tax-exempt income in the hands of a shareholder. Furthermore,
investors should be aware that tax laws
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may change, and issuers may fail to follow applicable laws, causing a tax-exempt
item to become taxable.
Exempt-interest dividends from the Tax Free Funds; ordinary dividends
from the Tax Free Funds, if any; capital gains distributions from the Tax Free
Funds and any capital gains or losses realized from the sale or exchange of
shares may be subject to state and local taxes. However, the portion of a
distribution of the Funds' tax-exempt income that is attributable to state and
municipal securities issued within the shareholder's own state may not be
subject, at least in some states, to state or local taxes.
Distributions derived from interest on certain private activity bonds
which is exempt from regular federal income tax are treated as a tax preference
item and may subject individual or corporate shareholders to liability (or
increased liability) for the alternative minimum tax. In addition, because a
portion of the difference between adjusted current earnings, as defined in the
Code, and alternative minimum taxable income is an addition to the alternative
minimum tax base, all distributions derived from interest which is exempt from
regular federal income tax are included in adjusted current earnings and may
subject corporate shareholders to or increase their liability for the
alternative minimum tax.
DISCOUNT
Certain of the bonds purchased by the Funds, such as zero coupon bonds,
may be treated as bonds that were originally issued at a discount. Original
issue discount represents interest for federal income tax purposes and can
generally be defined as the difference between the price at which a security was
issued (or the price at which it was deemed issued for federal income tax
purposes) and its stated redemption price at maturity. Original issue discount
is treated for federal income tax purposes as income earned by a Fund over the
term of the bond, and therefore is subject to the distribution requirements of
the Code. The annual amount of income earned on such a bond by a Fund generally
is determined on the basis of a constant yield to maturity which takes into
account the semiannual compounding of accrued interest.
In addition, some of the bonds may be purchased by a Fund at a discount
which exceeds the original issue discount on such bonds, if any. This additional
discount represents market discount for federal income tax purposes. The gain
realized on the disposition of any bond having market discount generally will be
treated as taxable ordinary income to the extent it does not exceed the accrued
market discount on such bond (unless a Fund elects to include market discount in
income in tax years to which it is
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attributable). Realized accrued market discount on obligations that pay
tax-exempt interest is nonetheless taxable. Generally, market discount accrues
on a daily basis for each day the bond is held by a Fund at a constant rate over
the time remaining to the bond's maturity. In the case of any debt security
having a fixed maturity date of not more than one year from date of issue, the
gain realized on disposition will be treated as short-term capital gain.
USERS OF BOND-FINANCED FACILITIES
Section 147(a) of the Code prohibits exemption from taxation of interest
on certain governmental obligations to persons who are "substantial users" (or
persons related thereto) of facilities financed thereby. No investigation as to
the users of the facilities financed by bonds in the portfolios of the Tax Free
Funds has been made by these Funds. Persons who may be "substantial users" (or
"related persons" of substantial users) of facilities financed by private
activity bonds should consult their tax advisers before purchasing shares of a
Fund since the acquisition of shares of the Tax Free Bond Fund, California Tax
Free Fund or New York Tax Free Fund may result in adverse tax consequences to
them.
TAXATION OF OPTIONS, FUTURES AND SIMILAR INSTRUMENTS
Many of the options, futures contracts and forward contracts entered into
by a Fund will be classified as "Section 1256 contracts." Generally, gains or
losses on Section 1256 contracts are considered 60% long-term and 40% short-term
capital gains or losses ("60/40"). Also, certain Section 1256 contracts held by
a Fund are "marked-to-market" at the times required pursuant to the Code with
the result that unrealized gains or losses are treated as though they were
realized. The resulting gain or loss generally is treated as 60/40 gain or loss,
except for foreign currency gain or loss on such contracts, which generally is
ordinary in character.
Distribution of Fund gains from hedging transactions will be taxable to
shareholders. Generally, hedging transactions and certain other transactions in
options, futures and forward contracts undertaken by a Fund may result in
"straddles" for federal income tax purposes. The straddle rules may affect the
character of gains (or losses) realized by a Fund. In addition, losses realized
by a Fund on positions that are part of a straddle may be deferred under the
straddle rules rather than being taken into account in the taxable year in which
such losses are realized.
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Furthermore, certain transactions (including options, futures contracts,
notional principal contracts, short sales and short sales against the box) with
respect to an "appreciated position" in certain financial instruments may be
deemed a constructive sale of the appreciated position, requiring the immediate
recognition of gain as if the appreciated position were sold. Because only a few
regulations implementing the straddle rules have been promulgated, and
regulations relating to constructive sales of appreciated positions have yet to
be promulgated, the tax consequences of transactions in options, futures and
forward contracts to a Fund are not entirely clear. The hedging transactions in
which a Fund engages may increase the amount of short-term capital gain realized
by a Fund which is taxed as ordinary income when distributed to shareholders.
A Fund may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
accelerate the recognition of gains or losses from the affected straddle
positions.
Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a Fund that did not engage in such hedging transactions.
The diversification requirements applicable to a Fund's status as a
regulated investment company may limit the extent to which a Fund will be able
to engage in transactions in options, futures contracts or forward contracts.
Regarding the Tax Free Bond Fund, the California Tax Free Fund and New
York Tax Free Fund, gains from certain transactions, including, for example,
transactions in options, futures, and other instruments, and from obligations
the interest on which is not exempt from Federal income tax, will be taxable
income to those Funds.
The International Bond Fund, International Equity Fund, Strategic Value
Fund and Strategic Income Fund may engage in swap transactions. The tax
treatment of swap agreements is not entirely clear in certain respects.
Accordingly, while the Funds intend to
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account for such transactions in a manner they deem to be appropriate, the IRS
might challenge such treatment. If such a challenge were successful, status of a
Fund as a regulated investment company might be affected. The Funds intend to
monitor developments in this area.
PASSIVE FOREIGN INVESTMENT COMPANIES
Certain of the Funds may invest in shares of foreign corporations which
may be classified under the Code as passive foreign investment companies
("PFICs"). In general, a foreign corporation is classified as a PFIC if at least
one-half of its assets constitute investment-type assets or 75% or more of its
gross income is investment-type income. If a Fund receives a so-called "excess
distribution" with respect to PFIC stock, the Fund itself may be subject to a
tax on a portion of the excess distribution, whether or not the corresponding
income is distributed by the Fund to Shareholders. In general, under the PFIC
rules, an excess distribution is treated as having been realized ratably over
the period during which the Fund held the PFIC shares. The Fund itself will be
subject to tax on the portion, if any, of an excess distribution that is so
allocated to prior Fund taxable years and an interest factor will be added to
the tax, as if the tax had been payable in such prior taxable years. Certain
distributions from a PFIC as well as gain from the sale of PFIC shares are
treated as excess distributions. Excess distributions are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment with respect to
PFIC shares. Under an election that currently is available in some
circumstances, a Fund generally would be required to include in its gross income
its share of the earnings of a PFIC on a current basis, regardless of whether
distributions are received from the PFIC in a given year. If this election were
made, the special rules, discussed above, relating to the taxation of excess
distributions, would not apply. Alternatively, a Fund may elect to mark to
market its PFIC shares at the end of each taxable year, with the result that
unrealized gains are treated as though they were realized and reported as
ordinary income. Any mark-to-market losses and any loss from an actual
disposition of PFIC Shares would be deductible as ordinary losses to the extent
of any net mark-to-market gains included in income in prior years.
Because the application of the PFIC rules may affect, among other things,
the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC shares, as well as subject the Fund
itself to tax on certain
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income from PFIC shares, the amount that must be distributed to shareholders,
and which will be taxed to shareholders as ordinary income or long-term capital
gain, may be increased or decreased substantially as compared to a Fund that did
not invest in PFIC shares.
FOREIGN CURRENCY GAINS AND LOSSES
Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a Fund accrues income or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and the
time a Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or ordinary loss. Similarly, on the
disposition of debt securities denominated in a foreign currency and on the
disposition of certain options, futures, forward and other contracts, gain or
loss attributable to fluctuations in the value of foreign currency between the
date of acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss. These gains or losses, referred to under
the Code as "Section 988" gains or losses, may increase or decrease the amount
of a Fund's net investment income to be distributed to its shareholders. If
Section 988 losses exceed other investment company taxable income (which
includes, among other items, dividends, interest and the excess, if any, of net
short-term capital gains over net long-term capital losses) during the taxable
year, a Fund would not be able to make any ordinary dividend distributions, and
distributions made before the losses were realized would be recharacterized as a
return of capital to shareholders or, in some cases, as capital gain, rather
than as an ordinary dividend.
COMMODITY INVESTMENTS
A regulated investment company is required under the Code to derive at
least 90% of its gross income from certain qualifying sources. Qualifying income
includes, inter alia, interest, dividends, and gain from the sale of stock or
securities, but it does not include gain from the sale of commodities such as
gold and other precious metals.
DISPOSITIONS OF FUND SHARES
Upon redemption, sale or exchange of shares of a Fund, a shareholder will
realize a taxable gain or loss, depending on whether the gross proceeds are more
or less than the shareholder's tax basis for the shares. Such gain or loss
generally will be a capital gain or loss if the shares of a Fund were capital
assets in the hands of the shareholder, and generally will be taxable to
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shareholders as long-term capital gains if the shares had been held for more
than one year. A loss realized by a shareholder on the redemption, sale or
exchange of shares of a Fund with respect to which capital gain dividends have
been paid will, to the extent of such capital gain dividends, be treated as
long-term capital loss if such shares have been held by the shareholder for six
months or less at the time of their disposition. Furthermore, a loss realized by
a shareholder on the redemption, sale or exchange of shares of a Fund with
respect to which exempt-interest dividends have been paid will, to the extent of
such exempt-interest dividends, be disallowed if such shares have been held by
the shareholder for six months or less at the time of their disposition. A loss
realized on a redemption, sale or exchange also will be disallowed to the extent
the shares disposed of are replaced (whether through reinvestment of
distributions, or otherwise) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a case, the basis
of the shares acquired will be adjusted to reflect the disallowed loss.
Shareholders should be aware that redeeming shares of a Fund after
tax-exempt interest has been accrued by the Fund but before that income has been
declared as a dividend may be disadvantageous. This is because the gain, if any,
on the redemption will be taxable, even though such gains may be attributable in
part to the accrued tax-exempt interest which, if distributed to the shareholder
as a dividend rather than as redemption proceeds, might have qualified as an
exempt-interest dividend.
Under certain circumstances, the sales charge incurred in acquiring
shares of either Fund may not be taken into account in determining the gain or
loss on the disposition of those shares. This rule applies where shares of a
Fund are exchanged within 90 days after the date they were purchased and new
shares are acquired without a sales charge or at a reduced sales charge pursuant
to a right acquired upon the initial purchase of shares. In that case, the gain
or loss recognized on the exchange will be determined by excluding from the tax
basis of the shares exchanged all or a portion of the sales charge incurred in
acquiring those shares. The portion of the sales charge affected by this rule
will be treated as a sales charge paid for the new shares and will be reflected
in their basis.
If reverse stock splits are done, a share may have a split holding period
reflecting the fact that part of the share represents a reinvested dividend or
distribution.
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TAX REPORTING REQUIREMENTS
All distributions, whether received in shares or cash, must be reported
by each shareholder on his or her federal income tax return. Shareholders are
also required to report tax-exempt interest. Dividends declared and payable to
shareholders of record on a specified date in October, November or December, if
any, will be deemed to have been received by shareholders on December 31 if paid
during January of the following year. Redemptions of shares, including exchanges
for shares of another Fund, may result in tax consequences (gain or loss) to the
shareholder and generally are also subject to these reporting requirements. Each
shareholder should consult his or her own tax adviser to determine the tax
status of a Fund distribution in his or her own state and locality (or foreign
country).
Under the federal income tax law, a Fund will be required to report to
the IRS all distributions of income (other than exempt-interest dividends) and
capital gains as well as gross proceeds from the redemption or exchange of Fund
shares (other than shares of the Money Market Fund), except in the case of
certain exempt shareholders. Under the backup withholding provisions of Section
3406 of the Code, all such taxable distributions and proceeds from the
redemption or exchange of a Fund's shares may be subject to withholding of
federal income tax at the rate of 31% in the case of nonexempt shareholders who
fail to furnish a Fund with their taxpayer identification number and with
required certifications regarding their status under the federal income tax law
or if the IRS or a broker notifies a Fund that the number furnished by the
shareholder is incorrect. In addition, both the Fund and the shareholder are
potentially subject to a $50 penalty imposed by the IRS if a correct, certified
taxpayer identification number is not furnished and used on required information
returns.
If the withholding provisions are applicable, any such distributions and
proceeds, whether taken in cash or reinvested in shares, will be reduced by the
amounts required to be withheld. Backup withholding is not an additional tax and
any amounts withheld are creditable against the shareholder's U.S. Federal tax
liability. Investors may wish to consult their tax advisers about the
applicability of the backup withholding provisions.
FOREIGN TAXES
Investment income and gains received by a Fund from sources outside the
United States may be subject to foreign taxes which were paid or withheld at the
source. The payment of such taxes will reduce the amount of dividends and
distributions paid to the Funds' stockholders. Since the percentage of each
Fund's total
216
<PAGE> 392
assets (with the exception of the International Bond Fund and International
Equity Fund) which will be invested in foreign stocks and securities will not be
more than 50%, any foreign tax credits or deductions associated with such
foreign taxes will not be available for use by its shareholders. The effective
rate of foreign taxes to which a Fund will be subject depends on the specific
countries in which each Fund's assets will be invested and the extent of the
assets invested in each such country and, therefore, cannot be determined in
advance.
The International Bond Fund and the International Equity Fund may qualify
for and make the election permitted under Section 853 of the Code so that
shareholders will be able to claim a credit or deduction on their federal income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of qualified taxes paid by the Fund
to foreign countries (which taxes relate primarily to investment income). The
U.S. shareholders of a Fund may claim a foreign tax credit or deduction by
reason of the Fund's election under Section 853 of the Code, provided that more
than 50% of the value of the total assets of the Fund at the close of the
taxable year consists of securities of foreign corporations. The foreign tax
credit and deduction available to shareholders is subject to certain limitations
imposed by the Code. Also, under Section 63 of the Code, no deduction for
foreign taxes may be claimed by shareholders who do not itemize deductions on
their federal income tax returns, although any such shareholder may claim a
credit for foreign taxes and in any event will be treated as having taxable
income in respect to the shareholder's pro rata share of foreign taxes paid by
the Fund. It should also be noted that a tax-exempt shareholder, like other
shareholders, will be required to treat as part of the amounts distributed its
pro rata portion of the income taxes paid by the Fund to foreign countries.
However, that income will generally be exempt from taxation by virtue of such
shareholder's tax-exempt status, and such a shareholder will not be entitled to
either a tax credit or a deduction with respect to such income. The foreign tax
credit generally may offset only up to 90% of the alternative minimum tax in any
given year. Foreign taxes generally are not deductible in computing alternative
minimum taxable income.
STATE AND LOCAL TAXES - GENERAL
The state and local tax treatment of distributions received from a Fund
and any special tax considerations associated with foreign investments of a Fund
should be examined by shareholders with regard to their own tax situations.
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<PAGE> 393
Shareholders of the Tax Free Bond Fund, the California Tax Free Fund and
New York Tax Free Fund may be subject to state and local taxes on distributions
from the Fund, including distributions which are exempt from federal income
taxes. Some states exempt from the state personal income tax distributions from
a Fund derived from interest on obligations issued by the U.S. government or by
such state or its municipalities or political subdivisions. Each investor should
consult his or her own tax adviser to determine the tax status of distributions
from the Funds in his or her own state and locality.
Opinions relating to the validity of municipal securities and the
exemption of interest thereon from federal income tax are rendered by bond
counsel to the issuers. The Tax Free Bond Fund, California Tax Free Fund and New
York Tax Free Fund, the Sub-Adviser and its affiliates, and the Funds' counsel
make no review of proceedings relating to the issuance of state or municipal
securities or the bases of such opinions.
Due to the lack of adequate supply of certain types of tax-exempt
obligations, and other reasons, various instruments are being marketed which are
not "pure" state and local obligations, but which are thought to generate
interest excludable from taxable income under Code section 103. While a Fund may
invest in such instruments, it does not guarantee the tax-exempt status of the
income earned thereon or from any other investment. Thus, for example, were a
Fund to invest in an instrument thought to give rise to tax-exempt interest but
such interest ultimately were determined to be taxable, the Fund might have
invested more than 20% of its assets in taxable instruments. In addition, it is
possible in such circumstances that a Fund will not have met the 50% investment
threshold, described above, necessary for it to pay exempt-interest dividends.
EXPLANATION OF FUND DISTRIBUTIONS
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. In January of each year, each Fund will issue to
each shareholder a statement of the federal income tax status of all
distributions, including, in the case of the Tax Free Bond Fund, the California
Tax Free Fund and New York Tax Free Fund, a statement of the percentage of the
prior calendar year's distributions which the Fund has designated as tax-exempt,
the percentage of such tax-exempt distributions treated as a tax-preference item
for purposes of the alternative minimum tax, and in, the case of the Tax Free
Bond Fund, the source on a state-by-state basis of all distributions.
218
<PAGE> 394
ADDITIONAL INFORMATION REGARDING THE EQUITY INDEX FUND
If Shareholders receive distributions of amounts paid pursuant to such
distributions from the Fund may not be eligible for the dividends-received
deduction available to corporations.
In addition, although not considered likely, it is possible that
shareholders could be regarded for tax purposes as receiving a constructive
distribution(s) (which could be taxable) from the Fund to the extent that the
Guarantee is deemed to have value.
It is anticipated that capital gain or loss from the disposition of
shares will be eligible for treatment as long-term or short-term capital gain or
loss depending upon the shareholder's actual holding period for the shares.
Investors should be aware that, under IRS regulations, as a result of the
Guarantee, a shareholder's holding period for Fund shares might be deemed not to
commence until the Guarantee is paid or expires. In that event, the capital gain
or loss on the disposition of Fund shares would be short-term capital gain or
loss until such time as the shares have been held continuously by the
shareholder for the requisite long-term holding period (currently more than one
year for Federal income tax purposes) after the expiration or payment of the
Guarantee. The holding period for shares received from reinvestment of dividends
and distributions will commence no earlier than the reinvestment date but could
be delayed as described previously in this paragraph as a result of the
Guarantee.
ADDITIONAL INFORMATION REGARDING THE CALIFORNIA TAX FREE FUND AND NEW YORK TAX
FREE FUND
Under California law, a mutual fund which qualifies as a regulated
investment company must have at least 50% of its total assets in obligations
exempt from California personal income tax at the end of each quarter of its
taxable year in order to be eligible to pay dividends which will be exempt from
California personal income tax. Generally, shareholders who are California
residents will not incur California personal income tax on the amount of
exempt-interest dividends received by them from the California Tax Free Fund and
derived from California state and local issues, whether taken in cash or
reinvested in additional shares. However, other taxes, such as the franchise tax
may apply. Shareholders will normally be subject to California personal income
tax on dividends paid from interest income derived from taxable securities and
from securities issued by states other than California and its subsidiaries and
on distributions of capital gains.
219
<PAGE> 395
Deductions for interest on indebtedness incurred or continued by a
shareholder to purchase or carry shares of the Fund may be disallowed in whole
or in part for California personal income tax purposes.
Exempt-interest dividends paid by the New York Tax Free Fund from
interest on qualifying New York bonds generally are exempt from New York State
and New York City personal income taxes, but not corporate franchise taxes.
Dividends and distributions of the Fund derived from taxable income and capital
gains are not exempt from New York State and New York City taxes. Deductions for
interest on indebtedness incurred or continued by a shareholder to purchase or
carry shares of the Fund may be disallowed in whole or in part for New York
State or New York City personal income tax purposes.
Dividends from the California Tax Free Fund or New York Tax Free Fund
(including exempt-interest dividends), capital gains distributions from a Fund,
and any capital gains or losses realized from the sale or exchange of shares may
be subject to state and local taxes (as well as Federal taxes). However, the
portion of a distribution of a Fund's tax-exempt income that is attributable to
state and municipal securities issued within the shareholder's own state
generally will not be subject to state or local taxes. Individuals are often
exempt from state and local personal income taxes on distributions of tax-exempt
interest income derived from obligations of issuers located in the state in
which they reside when these distributions are received directly from these
issuers, but are usually subject to such taxes on income derived from
obligations of issuers located in other jurisdictions. Shareholders are urged to
consult their tax advisers with specific reference to their own federal, state
and local tax situations.
ANNUAL STATEMENTS
Each shareholder of the California Tax Free Fund will be sent after the
close of the calendar year an annual statement as to the federal income tax and
California state personal income tax status of his or her dividends and
distributions from the Fund for the prior calendar year. Any dividends
attributable to interest on municipal obligations that are not California
municipal securities will be taxable as ordinary dividends for California state
personal income tax purposes even if such dividends are excluded from gross
income for federal income tax purposes. These statements will also designate the
amount of exempt-interest dividends that is a specific preference item for
purposes of the federal individual and corporate alternative minimum taxes. Each
shareholder also will receive, if appropriate, various written
220
<PAGE> 396
notices after the close of the Fund's prior taxable year as to the federal
income tax status of his or her dividends and distributions which were received
from the Fund during the Fund's prior taxable year. Shareholders should consult
their tax advisers as to any other state and local taxes that may apply to these
dividends and distributions. The dollar amount of dividends excluded or exempt
from federal income taxation or California state personal income taxation, if
any, will vary for each shareholder depending upon the size and duration of each
shareholder's investment in the Fund.
Each shareholder of the New York Tax Free Fund will be sent after the
close of the calendar year an annual statement as to the federal income tax and
New York State and New York City personal income tax status of his or her
dividends and distributions from the Fund for the prior calendar year. These
statements will also designate the amount of exempt-interest dividends that is a
specified preference item for purposes of the federal individual and corporate
alternative minimum taxes. Each shareholder also will receive, if appropriate,
various written notices after the close of the Fund's prior taxable year as to
the federal income tax status of his or her dividends and distributions which
were received from the Fund during the Fund's prior taxable year. Shareholders
should consult their tax advisers as to any other state and local taxes that may
apply to these dividends and distributions. The dollar amounts of dividends
excluded or exempt from federal income taxation or New York State and City
personal income taxation and the dollar amount subject to federal income
taxation or New York State and City personal income taxation, if any, will vary
for each shareholder depending upon the size and duration of each shareholder's
investment in the Fund.
GENERAL INFORMATION
The foregoing discussion generally relates to U.S. federal income tax law
as applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
domestic corporations, partnerships, trusts and estates). Each shareholder who
is not a U.S. person should consult his or her tax adviser regarding the U.S.
and non-U.S. tax consequences of ownership of shares of a Fund, including the
possibility that such a shareholder may be subject to a U.S. withholding tax at
a rate of 30% (or at a lower rate under an applicable U.S. income tax treaty) on
amounts constituting ordinary income to him or her.
221
<PAGE> 397
ORGANIZATION AND CAPITALIZATION
GENERAL
The Funds are separate series of an open-end investment company, The
MainStay Funds ("Trust"), established under the laws of The Commonwealth of
Massachusetts by a Declaration of Trust dated January 9, 1986, as amended. The
Tax Free Bond Fund was originally formed as the MacKay-Shields MainStay Tax Free
Bond Fund pursuant to a Declaration of Trust on January 9, 1986 and became a
series of the Trust pursuant to a reorganization which occurred on May 29, 1987.
The Total Return Fund commenced operations on December 29, 1987. The Equity
Index Fund commenced operations on December 20, 1990. The California Tax Free
Fund and New York Tax Free Fund commenced operations on October 1, 1991. The
International Bond Fund and International Equity Fund commenced operations on
September 13, 1994. The Strategic Income Fund and Strategic Value Fund commenced
operations on February 28 and October 22, 1997, respectively. The Blue Chip
Growth Fund, Research Value Fund, Small Cap Value Fund, Growth Opportunities
Fund, Small Cap Growth Fund, Equity Income Fund and Global High Yield Fund
commenced operations on June 1, 1998. The MAP Equity Fund was originally formed
as the Mutual Benefit Fund, a Delaware corporation. The Fund was renamed the
MAP-Equity Fund in 1995. If the current shareholders of the MAP-Equity Fund
approve an Agreement and Plan of Reorganization at their June 3, 1999 meeting,
the Map-Equity Fund will be reorganized as the MainStay MAP Equity Fund on the
effective date of the reorganization. The organizational expenses of each Fund
(except the MAP Equity Fund) will be amortized and deferred over a period not to
exceed 60 months. The Declaration of Trust and By-laws authorize the Trustees to
establish additional series or "Funds" as well as additional classes of shares.
VOTING RIGHTS
Shares entitle their holders to one vote per share; however, separate
votes will be taken by each Fund or class on matters affecting an individual
Fund or a particular class of shares issued by a Fund. Shares have noncumulative
voting rights, which means that holders of more than 50% of the shares voting
for the election of Trustees can elect all Trustees and, in such event, the
holders of the remaining shares voting for the election of Trustees will not be
able to elect any person or persons as Trustees. Shares have no preemptive or
subscription rights and are transferable.
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SHAREHOLDER AND TRUSTEE LIABILITY
Under Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
trust. The Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust. Notice of such disclaimer will
normally be given in each agreement, obligation or instrument entered into or
executed by the Trust or the Trustees. The Declaration of Trust provides for
indemnification by the relevant Fund for any loss suffered by a shareholder as a
result of an obligation of the Fund. The Declaration of Trust also provides that
the Trust shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a Fund would be
unable to meet its obligations. The Trustees believe that, in view of the above,
the risk of personal liability of shareholders is remote.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
REGISTRATION STATEMENT
This Statement of Additional Information and the Prospectus do not
contain all the information included in the Company's registration statement
filed with the SEC under the Securities Act of 1933 with respect t the
securities offered hereby, certain portions of which have been omitted pursuant
to the rules and regulations of the SEC. The registration statement, including
the exhibits filed therewith, may be examined at the offices of the SEC in
Washington, D.C.
Statements contained herein and in the Prospectus as to the contents of
any contract or other documents referred to are not necessarily complete, and,
in each instance, reference is made to the copy of such contract or other
documents filed as an exhibit to the registration statement, each such statement
being qualified in all respects by such reference.
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<PAGE> 399
SHARE OWNERSHIP OF THE FUNDS
The following table sets forth information concerning beneficial and
record ownership, as of April 5, 1999, of the Funds' shares by each person who
beneficially or of record owned more than 5% of the voting securities of any
Fund:
<TABLE>
<CAPTION>
Shares Percentage
Name and Address Beneficially Outstanding
Name of Fund________ of Shareholder Owned (1) Shares Owned
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
New York Helen Ostreicher 6.80% 103,381.4250
Tax Free Fund Agnes Zitter
Class A 1 Lakeside Dr East
Lawrence NY 11559-1718
New York NYLIFE Distributors Inc. 32.84% 499,488.3950
Tax Free Fund c/o George Daoust
Class A PO Box 421
Parsippany NJ 07054-0421
Equity Index New York Life Trust Company 7.98% 1,876,320.9250
Fund Client Accounts
Class A 51 Madison Avenue, Rm 117A
New York, NY 10010-1603
Blue Chip Growth Fund Merrill Lynch Pierce Fenner & 11.18% 6,597.6630
Class C Smith Inc. - For the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Blue Chip Growth Fund Salomon Smith Barney Inc. 8.50% 5,016.5020
Class C 00112017839
333 West 34th Street- 3rd Floor
New York, NY 10001-2483
Blue Chip Growth Fund Salomon Smith Barney Inc. 5.38% 3,172.0860
Class C 00117964110
333 West 34th Street- 3rd Floor
New York, NY 10001-2483
Blue Chip Growth Fund Smith Barney Inc. 6.44% 3,797.2650
Class C 00117968794
333 West 34th Street- 3rd Floor
New York, NY 10001-2483
Blue Chip Growth Fund Salomon Smith Barney Inc. 8.46% 4,991.9480
Class C 00117964459
333 West 34th Street- 3rd Floor
New York, NY 10001-2483
</TABLE>
224
<PAGE> 400
<TABLE>
<S> <C> <C> <C>
Blue Chip Growth Fund Salomon Smith Barney Inc. 8.65% 5,100.4860
Class C 00117968814
333 West 34th Street- 3rd Floor
New York, NY 10001-2483
Equity Income New York Life Insurance Company 89.50% 906,648.6490
Fund Attn Jean Hoysradt
Class A 51 Madison Avenue
New York NY 10010-1603
Equity Income Fund Boston Financial Data Services 8.83% 5.4820
Class C Corp Actions Audit Acct# 1 FD 121
MainStay Equity Income C
2 Heritage Drive - 8th Fl
North Quincy, MA 02171-2144
Equity Income Fund Boston Financial Data Services 8.96% 5.5640
Class C Corp Actions Audit Acct# 2 FD 121
MainStay Equity Income C
2 Heritage Drive - 8th Fl
North Quincy, MA 02171-2144
Equity Income Fund Boston Financial Data Services 8.41% 5.2230
Class C Operations Audit Account 121/3
MainStay Equity Income C
2 Heritage Drive - 8th Fl
North Quincy, MA 02171-2144
Equity Income Fund Boston Financial Data Services 8.92% 5.5350
Class C Corp Actions Audit Acct# 4 FD 121
MainStay Equity Income C
2 Heritage Drive - 8th Fl
North Quincy, MA 02171-2144
Equity Income Fund Alana D. Glover Revocable Living 47.02% 29.1930
Class C Trust DTD 11/20/97
Alana D. Glover TTEe
13 W. Frederick Street
Walkersville, MD 21793-8207
Equity Income Fund NYLIFE Distributors Inc. 17.85% 11.0830
Class C Attn: George Dacust - CVP
260 Cherry Hill Road
Parsippany, NJ 07054-1108
Research Value New York Life Insurance Company 86.63% 900,000
Fund Attn Jean Hoysradt
Class A 51 Madison Avenue
New York NY 10010-1603
Research Value New York Life Insurance Company 18.22% 100,000
Fund Attn Jean Hoysradt
Class B 51 Madison Avenue
New York NY 10010-1603
</TABLE>
225
<PAGE> 401
<TABLE>
<S> <C> <C> <C>
Research Value Fund Merrill Lynch Pierce Fenner & 31.67% 11,468.7880
Class C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East
3rd fl
Jacksonville, FL 32246-6484
Research Value Fund Salomon Smith Barney Inc. 12.18% 4,411.2200
Class C 00112003921
333 West 34th Street - 3rd Fl
New York, NY 10001-2483
Research Value Fund Salomon Smith Barney Inc. 8.87% 3,213.2420
Class C 00112014971
333 West 34th Street - 3rd Fl
New York, NY 10001-2483
Research Value Fund Salomon Smith Barney Inc. 20.44% 7,400.1950
Class C 00112017839
333 West 34th Street - 3rd Fl
New York, NY 10001-2483
Research Value Fund Salomon Smith Barney Inc. 15.34% 5,553.9910
Class C 00150351046
333 West 34th Street - 3rd Fl
New York, NY 10001-2483
Equity Income New York Insurance Company 18.22% 100,739.4790
Fund Attn Jean Hoysradt
Class B New York, NY 10010-1603
Capital New York Life Trust Company 22.76% 1,984,622.2700
Appreciation Client Accounts
Class A 51 Madison Avenue Rm 117A
New York NY 10010-1603
Capital Appreciation Merrill Lynch Pierce Fenner & 25.52% 35,391.2470
Fund C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Value Fund New York Life Trust Company 23.35% 1,424,988.6270
Class A Client Accounts
51 Madison Avenue Rm 117A
New York NY 10010-1603
</TABLE>
226
<PAGE> 402
<TABLE>
<S> <C> <C> <C>
Value Fund Merrill Lynch Pierce Fenner & 29.59% 2,030.2690
Class C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Value Fund Salomon Smith Barney Inc. 34.72% 2,381.7330
Class C 00112003921
333 West 34th St - 3rd Fl
New York, NY 10001-2483
Value Fund Salomon Smith Barney Inc. 8.34% 572.4400
Class C 00121763819
333 West 34th St - 3rd Fl
New York, NY 10001-2483
Value Fund Donaldson Lufkin Jenrette 14.23% 976.4900
Class C Securities Corporation Inc.
P. O. Box 2052
Jersey City, NJ 07303-2052
Value Fund Jacqueline A. Leger 8.84% 606.3690
Class C Lynn Albert Leger JTWROS
53 Morse Ave.
Lewiston, ME 04240-3441
Convertible Fund Boston Financial Data Service Corp. 7.38% 8.5110
Class C Actions Dept.
Audit Acct 2 Fund #192
MainStay Convertible Fund C
2 Heritage Drive - 8th Floor
North Quincy, MA 02171-2144
Convertible Fund Merrill Lynch Pierce Fenner & 34.43% 39.7240
Class C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Convertible Fund Andrea L. Rhoades 40.22% 46.4020
Class C 3450 Andrews Drive #101
Pleasanton, CA 94588-3024
Convertible Fund NYLIFE Distributors Inc. 7.41% 8.5460
Class C Attn: George Daoust - CVP
260 Cherry Hill Road
Parsippany, NJ 07054-1108
</TABLE>
227
<PAGE> 403
<TABLE>
<S> <C> <C> <C>
Government Fund Merrill Lynch Pierce Fenner & 7.96% 257,892
Class A Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Government Fund New York Life Trust Company 22.81% 738,586.9220
Class A Client Accounts
51 Madison Avenue Rm 117A
Government Fund Merrill Lynch Pierce Fenner & 63.30% 7,168.3710
Class C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Government Fund Salomon Smith Barney Inc. 24.23% 2,744.0180
Class C 00114606397
333 West 34th Street - 3rd Floor
New York, NY 10001-2483
Government Fund Salomon Smith Barney Inc. 5.36% 606.8400
Class C 00114606408
333 West 34th Street - 3rd Floor
New York, NY 10001-2483
Government Fund Salomon Smith Barney Inc. 6.79% 768.3220
Class C 00107862531
333 West 34th Street - 3rd Floor
New York, NY 10001-2483
Growth Opportunities Fund Boston Financial Data Services 16.35% 5.2800
Class C Corp Actions Audit Acct # 1 FD 311
2 Heritage Drive, 8th Fl
North Quincy, MA 02171-2144
Growth Opportunities Fund Boston Financial Data Services 16.35% 5.2800
Class C Corp Actions Audit Acct # 2 FD 311
2 Heritage Drive, 8th Fl
North Quincy, MA 02171-2144
Growth Opportunities Fund Boston Financial Data Services 15.39% 4.9700
Class C Corp Actions Audit Account 311/3
2 Heritage Drive, 8th Fl
North Quincy, MA 02171-2144
Growth Opportunities Fund Boston Financial Data Services 16.05% 5.1810
Class C Corp Actions Audit Acct # 4 FD 311
2 Heritage Drive, 8th Fl
North Quincy, MA 02171-2144
</TABLE>
228
<PAGE> 404
<TABLE>
<S> <C> <C> <C>
Growth Opportunities Fund NYLIFE Distributors Inc. 32.74% 10.5710
Class C Attn: George Daoust - CVP
260 Cherry Hill Road
Parsippany, NJ 07054-1108
Tax Free Schmitt Family Trust 9.31% 191,741.5830
Bond Fund Dtd 9-13-91
Class A A James S Schmitt & Don L Waters
& Kim Schmitt Fogarty TTEES PO
PO Box 1566
Savannah GA 31402-1566
Tax Free Michael N. Marks 8.59% 176,954.1490
Bond Fund PO Box 529
Class A Pottsboro TX 75076-0529
Tax Free David Katzin 5.06% 104,218.3620
Bond Fund 6301 N. 44th Street
Class A Paradise Valley, AZ 85253-3919
Tax Free Shirley J. Schatz 14.42% 297,029.7030
Bond Fund Larry L. Schatz JT Ten
Class A TDD Registration on file
7518 Lillys Lane
Villa Ridge, MO 63089-2781
Tax Free Ellen Lajuan Pesnoff 5.22% 107,502.3040
Bond Fund 1593 Marshall St., Apt. 23
Class A Cameron, LA 70631-4930
Salomon Smith Barney Inc. 94.41% 499.8690
Tax Free 00114606408
Bond Fund 333 West 34th St - 3rd Floor
Class C New York, NY 10001-2483
Money Market New York Life Trust Company 7.97% 10,231,764.0100
Fund Client Accounts
Class A 51 Madison Avenue Rm 117A
New York NY 10010-1603
High Yield Corporate Bond Merrill Lynch Pierce Fenner & 19.85% 596,496.5400
Class C Smith Inc - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Money Market Fund Louis M. Carrick 17.45% 31,500.0000
Class C Lynn A. Carrick JT Wros
110 N. Oliver Ave.
Zelienople, PA 16063-1338
</TABLE>
229
<PAGE> 405
<TABLE>
<S> <C> <C> <C>
Money Market Fund Helen A. Oliverio 13.69% 24,707.7300
Class C 100 S. High St.
Zelienople, PA 16063-1317
Money Market Fund Jennings R. Graham 8.31% 15,000.000
Class C Geraldine G. Graham JT Wros
3694 Doume Way
Clermont, FL 34711-6957
Money Market Fund Nancy A. Smith 5.55% 10,019.9300
Class C 735 University Dr.
Menlo Park, CA 94025-4913
Money Market Fund Leroy A. Andrews 9.80% 17,697.0000
Class C Barbara J. Andrews JT Wros
337 Star Grille Rd.
Butler, PA 16003-8202
Money Market Fund Danielle L. Kolling 5.54% 10,000.000
Class C 213 S. Pittsburgh St., Apt. 3
Zelienople, PA 16063-1233
Money Market Fund PaineWebber For the Benefit of 24.11% 43,515.6400
Class C PaineWebber CDN FBO
Craig Knudsen
P. O. Box 3321
Weehawken, NJ 07087-8154
International Defined Benefit Pension Trust of 5.11% 74,304.6560
Bond Fund FMCNA
Class A c/o The Free Methodist Foundation
PO Box 580
8050 Spring Arbor Road
Strong Arbor MI 49283-0580
International Dean Witter Reynolds Incorporated 5.79% 777,411.0670
Bond Fund Michael Jordon
Class A Attn: Curtis POL238299768
International NYLIFE Distributors 53.50% 777,411.0670
Bond Fund Attn George Daoust
Class A 260 Cherry Hill Rd
Parsippany NJ 07054-1108
International Dorothy W. Brown 92.60% 2,819.7380
Bond Fund Terry A. Brown
Class C 1208 N. I St.
Tacoma, WA 98403-2117
International Richard Flinn 6.42% 195.5400
Bond Fund Caren Flinn JT Wros
Class C 11199 N. Maple
Haydon Lake, ID 83835-9612
</TABLE>
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<TABLE>
<S> <C> <C> <C>
International New York Life Trust Company 5.09% 98,182.9240
Equity Fund Clients Accounts
Class A New York NY 10010-1603
International NYLIFE Distributors 32.39% 625,089.8280
Equity Fund Attn George Daoust
Class A 260 Cherry Hill Rd
Parsippany NJ 07054-1108
International Equity Fund Salomon Smith Barney Inc. 15.31% 1,615.0080
Class C D0112014971
333 West 34th St - 3rd floor
New York, NY 10001-2483
International Equity Fund Salomon Smith Barney Inc. 35.26% 3,719.4130
Class C D0112017839
333 West 34th St - 3rd floor
New York, NY 10001-2483
International Equity Fund Salomon Smith Barney Inc. 28.18% 2,973.3110
Class C 00150351046333 West 34th St - 3rd
floor
New York, NY 10001-2483
Total Return New York Life Trust Company 49.37% 3,414,613.8650
Fund Client Accounts
Class A 51 Madison Avenue Rm 117A
New York NY 10010-1603
Total Return Fund Paul Koeing Inc. 13.48% 7,729.6210
Class C Paul Koeing TTEE
Angelia Charon Sanchez TTEE
P. O. Box 1238
Mesilla Park, NM 88047-1238
Total Return Fund A G Edwards & Sons Inc. C/F 6.37% 3,653.7190
Class C Dowene W. Gregory
Rollover IRA Account
744 Cole Ranch Rd
Olivenhain, CA 92024-6611
Total Return Fund Salomon Smith Barney Inc. 6.21% 3,562.4860
Class C 00154657858
333 West 34th St - 3rd Floor
New York, NY 1001-2483
Total Return Fund Salomon Smith Barney Inc. 9.66% 5,539.0030
Class C 00154655894
333 West 34th St - 3rd Floor
New York, NY 1001-2483
</TABLE>
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<PAGE> 407
<TABLE>
<S> <C> <C> <C>
Strategic Income James C. Calano 5.12% 111,751.7270
Fund 200 Boulder View Lane
Class A Boulder CO 80304-0491
Strategic Income Fund New York Life Ins. General Account 32.18% 702,286.4480
Class A Attn Richard Schwartz
260 Cherry Hill Rd
Parsippany NJ 07054-1187
Strategic Income Fund Barbara D. Boga 25.33% 9,834.2390
Class C 1114 Skyline Dr.
Medford, OR 97504-8584
Strategic Income Fund Thomas J. Finn 26.09% 10,127.8930
Class C Sara B. Finn
P. O. Box 569
Guerneville, CA 95446-0569
Strategic Income Fund Dain Rauscher Custodian 8.13% 3,155.9910
Class C Robert L. Manor
A/C #1741-1273
Individual Retirement Account
4155 S. Pine Street
Superior, WI 54880-8483
Strategic Income Fund Salomon Smith Barney Inc. 23.22% 9,015.5910
Class C 00112014416
333 West 34th St - 3rd Floor
New York, NY 10001-2483
Strategic Value Fund New York Life Insurance 56.64% 930,642.899
Class A Company
Attn: Richard Schwartz
260 Cherry Hill Rd.
Parsippany, NJ 07054-1187
Strategic Value Fund Merrill Lynch Pierce Fenner & 65.24% 5,878.3290
Class C Smith Inc. - for the sole benefit
of its customers
Attn: Fund Administration 97T98
4800 Deer lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Strategic Value Fund Salomon Smith Barney Inc. 28.93% 2,606.3610
Class C 00144363011
333 West 34th St - 3rd Floor
New York, NY 10001-2483
Blue Chip New York Life Insurance Company 42.02% 900,000
Growth Fund Attn Jean Hoysradt
Class A 51 Madison Avenue
New York NY 10010-1603
</TABLE>
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<PAGE> 408
<TABLE>
<S> <C> <C> <C>
Global High New York Life Insurance Company 96.66% 900,000
Yield Fund Attn Jean Hoysradt
Class A 51 Madison Avenue
New York NY 1010-1603
Global High New York Life Insurance Company 28.98% 100,000
Yield Fund Attn Jean Hoysradt
Class B 51 Madison Avenue
New York NY 10010-1603
Global High Ettinger Family Trust 5.97% 20,587.3220
Yield Fund Dated 05-16-1993
Class B S. Ettinger & J. Gross TTEES
115 Nottingham Drive
Watchung, NJ 07060-6139
Global High Donaldson Lufkin Jenrette 6.34% 21,885.6270
Yield Fund Securities Corporation Inc.
Class B P. O. Box 2052
Jersey City, NJ 07303-2052
Global High Boston Financial Data Services 8.68% 15.8370
Yield Fund Corp Actions Aduti Acct# 4FD 802
Class C MainStay Global High Yield C
2 Heritage Drive - 8th FL
North Quincy, MA 02171-2144
Global High Richard Flinn 71.75% 130.9770
Yield Fund Caren Flinn JT Wros
Class C 11199 N. Maple
Haydon Lake, ID 83835-9612
Global High NYLIFE Distributors Inc. 7.79% 14.2140
Yield Fund Attn: George Daoust - CVP
Class C 260 Cherry Hill Road
Parsippany, NJ 07054-1108
New York Life Insurance Company 71.49% 900,000
Growth Opportunities Attn Jean Hoysradt
Fund 51 Madison Avenue
Class A New York NY 10010-1603
Growth Opportunities New York Life Insurance Company 5.17% 100,000
Fund Attn Jean Hoysradt
Class B 51 Madison Avenue
New York NY 10010-1603
Small Cap New York Life Insurance Company 61.20% 900,000
Value Fund Attn Jean Hoysradt
Class A 51 Madison Avenue
New York NY 10010-1603
</TABLE>
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<PAGE> 409
<TABLE>
<S> <C> <C> <C>
Small Cap New York Life Insurance Company 7.59% 100,000
Value Fund Attn Jean Hoysradt
Class B 51 Madison Avenue
New York NY 10010-1603
Small Cap Merrill Lynch Pierce Fenner & 27.74% 8,238.9390
Value Fund Smith Inc - for the sole benefit
Class C of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
Small Cap Smith Moore & Co. IRA Custodian 5.88% 1,744.7310
Value Fund A/C Gary R. Johnson
Class C 400 Locust St
Saint Louis, MO 63102-2064
Small Cap Legg Mason Wood Walker Inc. 10.93% 3,246.7530
Value Fund 382-00717-14
Class C P. O. Box 1476
Baltimore, MD 21203-1476
Small Cap Donaldson Lufkin Jenrette 5.91% 1,756.4400
Value Fund Securities Corporation Inc.
Class C P. O. Box 2052
Jersey City, NJ 07303-2052
Small Cap Raymond James & Assoc Inc. CSDN 6.14% 1,824.4010
Value Fund Jerry L. Dinsdale IRA
Class C 12294 NE 37th
Bellevue, WA 98005-1211
New York Life Insurance Company 55.29% 900,000
Small Cap Attn Jean Hoysradt
Growth Fund 51 Madison Avenue
Class A New York NY 10010-1603
Small Cap Merrill Lynch Pierce Fenner & 98.05% 3,129.4970
Growth Fund Smith Inc - for the sole benefit
Class C of its customers
Attn: Fund Administration 97T98
4800 Deer Lake Drive East 3rd Fl
Jacksonville, FL 32246-6484
California Tax Jaroth II LLC 5.99% 105,646.2340
Free Fund Michael Zumbo TTEE
Class A Thomas Keane TTEE
14472 Wicks Blvd
San Leandro CA 94577-6712
</TABLE>
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<PAGE> 410
<TABLE>
<S> <C> <C> <C>
California Tax NYLIFE Distributors Inc. 15.36% 271,121.2630
Free Fund c/o George Daoust
Class A PO Box 421
Parsippany NJ 07054-0421
Strategic Income NYLIFE Distributors Inc. 8.74% 579,505.9570
Fund Attn George Daoust
Class B 300 Interpace Parkway
Parsippany NJ 07054-1100
New York Tax Felice Brand 5.94% 50,607.9020
Free Fund 156 Wright Ave
Class B Deer Park, NY 11729-2224
New York Tax Henry Sheiman Irrevocable Trust 6.14% 52,330.0030
Free Fund Dtd 03/06/97
Class B Robert Sheiman TTEE
David Brown TTEE
411 Theodore Fremd Ave Ste 3
Rye, NY 10580-1411
New York Tax Dominick Carelli 6.55% 55,867.4320
Free Fund 29 Beattie Rd
Class B Washingtonville, NY 10992-1018
New York Tax Boston Financial Data Services 19.77% 4.9550
Free Fund Corp Actions Audit Account #1 199
Class C MainStay New York Tax Free C
2 Heritage Drive - 8th Floor
North Quincy, MA 02171-2144
New York Tax Boston Financial Data Services 20.42% 5.1190
Free Fund Corp Actions Audit Account #2- 199
Class C MainStay New York Tax Free C
2 Heritage Drive - 8th Floor
North Quincy, MA 02171-2144
New York Tax Boston Financial Data Services 19.01% 4.7660
Free Fund Operations Audit Account 199/3
Class C MainStay Funds-5th Floor
2 Heritage Drive - 8th Floor
North Quincy, MA 02171-2144
New York Tax NYLIFE Distributors Inc. 40.80% 10.2260
Free Fund Attn: George Daoust - CVP
Class C 260 Cherry Hill Road
Parsippany, NJ 07054-1108
</TABLE>
235
<PAGE> 411
<TABLE>
<S> <C> <C> <C>
California Tax William J & Elinor G. Potikian 6.78% 83,446.9820
Free Fund Family Revocable Trust
Class B Dtd 8-17-93
Jacinda Potikian TTEE
4475 N College
Fresno CA 93704-3806
California Tax Attn Mutual Funds Dept. 5.51% 67,907.4450
Free Fund BNC Securities Inc.
Class B FAO 40278915
One Commerce Square
2005 Market Street Suite 1200
Philadelphia, PA 19103-7084
California Tax Thomas J. Finn 82.71% 9,807.7240
Free Fund Sara B. Finn
Class C P. O. Box 569
Guerneville, CA 95446-0569
California Tax Nancy A. Smith 17.08% 2,025.3660
Free Fund 735 University Dr.
Class C Menlo Park, CA 94025-4913
</TABLE>
(1)
This information, not being within the knowledge of the Trust, has been
furnished by each of the above persons. Beneficial ownership is as defined
under Section 13(d) of the Securities Exchange Act of 1934. Fractional
Shares have been omitted.
(2)
Mr. George Daoust, in connection with his position with NYLIFE Distributors,
has the power to vote all of the shares shown in the above table owned by
NYLIFE Distributors. Mr. Daoust disclaims beneficial ownership of such
shares.
NYLIFE Distributors Inc. is a corporation organized under the laws of
Delaware. NYLIFE Distributors Inc. is a wholly owned subsidiary of NYLIFE Inc.,
and an indirect wholly owned subsidiary of New York Life Insurance Company.
OTHER INFORMATION
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New
York, 10036, has been selected as independent accountants of the Trust. The
Funds' Annual Reports, which are incorporated by reference in this SAI, have
been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
TRANSFER AGENT
MainStay Shareholder Services, Inc. ("MSS"), an affiliate of the Manager,
serves as the transfer agent and dividend disbursing
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<PAGE> 412
agent for each of the Funds. MSS has its principal office and place of business
at 260 Cherry Hill Road, Parsippany, New Jersey. Pursuant to its Transfer Agency
and Service Agreement dated April 28, 1997 with the Trust, MSS provides transfer
agency services, such as the receipt of purchase and redemption orders, the
receipt of dividend reinvestment instructions, the preparation and transmission
of dividend payments and the maintenance of various records of accounts. The
Funds pay MSS fees in the form of per account charges, as well as out-of-pocket
expenses and advances incurred by MSS. MSS has entered into a Sub-Transfer
Agency and Service Agreement with Boston Financial Data Services, Inc. ("BFDS")
located at 2 Heritage Drive, North Quincy, Massachusetts 02171 and pays to BFDS
per account, and transaction fees and out-of-pocket expenses for performing
certain transfer agency and shareholder recordkeeping services.
CUSTODIANS
The Bank of New York ("BONY") serves as custodian for the Equity Index
Fund, California Tax Free Fund, New York Tax Free Fund, International Equity
Fund, International Bond Fund, Strategic Income Fund, Strategic Value Fund, Blue
Chip Growth Fund, Equity Income Fund, Global High Yield Fund, Growth
Opportunities fund, Research Value Fund, Small Cap Growth Fund, Small Cap Value
Fund and the MAP Equity Fund. The Trust has also appointed BONY as its foreign
custody manager with respect to certain securities held outside of the United
States. BONY has its principal office at 48 Wall Street, New York, New York
10286.
State Street Bank and Trust Company ("State Street") serves as custodian
for the other MainStay Funds, including the Capital Appreciation Fund,
Convertible Fund, Total Return Fund, Value Fund, Government Fund, High Yield
Corporate Bond Fund, Tax Free Fund, and Money Market Fund. State Street has its
principal office at 225 Franklin Street, Boston, Massachusetts.
LEGAL COUNSEL
Dechert Price & Rhoads, 1775 Eye Street, N.W., Washington, D.C. 20006,
passes upon certain legal matters in connection with the shares offered by the
Trust, and also acts as counsel to the Trust.
CODE OF ETHICS
The Trust has adopted a Code of Ethics governing personal trading
activities of all Trustees, officers of the Trust and persons who, in connection
with their regular functions, play a role in the recommendation of any purchase
or sale of a security
237
<PAGE> 413
by the Trust or obtain information pertaining to such purchase or sale or who
have the power to influence the management or policies of the Trust or the
Manager or a Sub-Adviser unless such power is the result of their position with
the Trust or Manager or Sub-Adviser. Such persons are generally required to
preclear all security transactions with the Trust's Compliance Officer or his
designee and to report all transactions on a regular basis. The Trust has
developed procedures for administration of the Code. The Sub-Advisers that are
unaffiliated with New York Life Insurance Company have adopted their own Codes
of Ethics to govern the personal trading activities of their personnel.
238
<PAGE> 414
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
- --------------------------------------------------------------------------------
MOODY'S INVESTORS SERVICE, INC.
- --------------------------------------------------------------------------------
Corporate and Municipal Bond Ratings Aaa: Bonds which are rated Aaa are judged
to be of the best quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than the Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments
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<PAGE> 415
or of maintenance of other terms of the contract over any long period of time
may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classified from Aa through Caa. The modifier 1 indicates that the issue ranks in
the higher end of its generic rating category; the modifier 2 indicates a
midrange ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Advance refunded issues that are secured by escrowed funds held in cash, held in
trust, reinvested in direct noncallable United States government obligations or
noncallable obligations unconditionally guaranteed by the U.S. government are
identified with a hatchmark (#) symbol, i.e., #Aaa.
Moody's assigns conditional ratings to bonds for which the security depends upon
the completion of some act or the fulfillment of some condition. These are bonds
secured by: (a) earnings of projects under construction; (b) earnings of
projects unseasoned in operating experience; (c) rentals that begin when
facilities are completed; or (d) payments to which some other limiting condition
attaches. The parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition, e.g.,
Con.(Baa).
Municipal Short-Term Loan Ratings
MIG 1/VMIG 1: This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
MIG 2/VMIG 2: This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
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<PAGE> 416
MIG 3/VMIG 3: This designation denotes favorable quality. All security elements
are accounted for but there is lacking the undeniable strength of the preceding
grades. Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.
MIG 4/VMIG 4: This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.
SG: This designation denotes speculative quality. Debt instruments in this
category lack margins of protection.
Corporate Short-Term Debt Ratings
Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations which have an original maturity not exceeding
one year, unless explicitly noted.
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.
PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt
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<PAGE> 417
protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating
categories.
STANDARD & POOR'S
- --------------------------------------------------------------------------------
Corporate and Municipal Long-Term Debt Ratings
Investment Grade
AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong. AA: Debt rated AA differs from the highest rated issues only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A: Debt rated A is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated categories.
However, the obligor's capacity to meet its financial commitment on the
obligation is still strong.
BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the
obligation.
Speculative Grade
Debt rated BB, B, CCC, CC, and C is regarded as having significant speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to adverse conditions.
BB: Debt rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.
B: Debt rated B is more vulnerable to nonpayment than obligations rated BB, but
the obligor currently has the capacity to meet its financial commitment on the
obligation. Adverse business, financial or economic conditions will likely
impair the obligor's
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<PAGE> 418
capacity or willingness to meet its financial commitment on the obligation.
CCC: Debt rated CCC is currently vulnerable to nonpayment and is dependent upon
favorable business, financial and economic conditions for the obligor. In the
event of adverse business, financial or economic conditions, the obligor is not
likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.
C: The C rating may be used to cover a situation where a bankruptcy petition has
been filed or a similar action has been taken, but debt service payments are
continued.
D: Debt rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable
grace period has not expired, unless S&P believes that such payments will be
made during such grace period. The D rating will also be used upon the filing of
a bankruptcy petition, or the taking of similar action, if debt service payments
are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
Short-Term Rating Definitions
A-1: A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign(+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
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<PAGE> 419
A-3: A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B: A short-term obligation rated 'B' is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C: A short-term obligation rated 'C' is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated 'D' is in payment default. The 'D' rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.
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<PAGE> 420
AUDITED FINANCIAL STATEMENT FOR NYLIFE INC.
NYLIFE INC. AND SUBSIDIARIES
(AFFILIATES OF NEW YORK LIFE
INSURANCE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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<PAGE> 421
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York NY 10036
Telephone (212) 596 8000
Facsimile (212) 596 8910
REPORT OF INDEPENDENT ACCOUNTANTS
March 19, 1999
To the Board of Directors and
Stockholder of NYLIFE Inc.
We have audited the accompanying statutory basis consolidated statement of
financial position of NYLIFE Inc. and its subsidiaries (affiliates of New York
Life Insurance Company) as of December 31, 1998 and 1997, and the related
statutory basis consolidated statements of operations, of changes in
stockholder's equity and of cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements were prepared in conformity
with accounting practices prescribed or permitted by the New York State
Insurance Department for valuing companies owned by an insurer, which is a
comprehensive basis of accounting other than generally accepted accounting
principles. The effects on the financial statements of the variances between
such practices and generally accepted accounting principles are described in
Note 2.
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<PAGE> 422
To the Board of Directors and
Stockholder of NYLIFE Inc.
Page 2
March 19,1999
In our opinion, except for the effects of the matters described in the preceding
paragraph, the financial statements referred to above present fairly, in all
material respects, the financial position of NYLIFE Inc. and its subsidiaries at
December 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NYLIFE Inc. and its
subsidiaries at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, on the basis of the accounting described in Note 2.
/s/ PricewaterhouseCoopers LLP
247
<PAGE> 423
NYLIFE INC. AND SUBSIDIARIES
(affiliates of New York Life Insurance Company)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
------------
1998 1997
---- ----
(in thousands)
ASSETS
------
<S> <C> <C>
Investments:
Common stocks $7,083 $26,130
Bonds:
Available for sale 3,968 241,697
Held to maturity 4,119 4,119
Insurance operations 70,065 50,253
Real estate - - 11,359
MainStay funds at fair value 35,622 41,665
Security alarm monitoring contracts held for sale - 34,180
Other investments 29,353 66,034
Cash and cash equivalents 362,644 401,565
Short-term investments 25 57,959
Premiums and accounts receivable less allowance for doubtful
accounts of $18,074 and $6,374, respectively 472,310 569,108
Interest and other receivables 21,628 36,805
Deferred distribution costs (net of accumulated amortization
of $432,076 and $296,341, respectively) 226,756 268,470
Statutory valuation of subsidiary in excess of GAAP net equity 549,363 200,247
Fixed assets (net of accumulated depreciation of $43,976 and
$84,445, respectively) 103,451 80,355
Income taxes receivable - 10,961
Receivable from New York Life Insurance Company 1,315,849 500,686
Goodwill 274,955 40,183
Other assets 157,111 83,775
---------- ----------
Total assets $3,634,302 $2,725,551
========== ==========
</TABLE>
248
<PAGE> 424
<TABLE>
<CAPTION>
LIABILITIES and STOCKHOLDER'S EQUITY
------------------------------------
<S> <C> <C>
Accrued claims payable $339,992 $341,594
Policy and claim reserves - accident and health - 133,412
Policy and claim reserves - life 87,319 94,825
Participating policyholder liability 4,292 14,866
Payable to New York Life Insurance Company 14,889 48,204
Dividend payable to New York Life Insurance Company 373,924 -
Accrued expenses and other payables 210,310 202,642
Payable on reinsurance assumed - 39,608
Medical group risk sharing and unearned premiums - 71,424
Income taxes payable 5,084 -
Notes payable 1,271,202 577,930
Net deferred tax liability 41,192 79,019
Other liabilities 152,836 69,888
---------- ----------
Total liabilities 2,501,040 1,673,412
---------- ----------
Minority interest 128,428 111,901
Stockholder's equity:
Commonstock, par value $.10 per share (20,000
shares authorized, 3,850 shares issued and
outstanding) and additional paid-in capital 857,696 1,043,108
Accumulated deficit (404,787) (306,938)
Investment valuation account 549,363 200,247
Net unrealized gains on available for sale investments (net of
taxes of $96 and $886, respectively) 111 1,383
Cumulative translation adjustment 2,451 2,438
---------- ----------
Total stockholder's equity 1,004,834 940,238
---------- ----------
Total liabilities and stockholder's equity $3,634,302 $2,725,551
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
249
<PAGE> 425
NYLIFE INC. AND SUBSIDIARIES
(affiliates of New York Life Insurance Company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Years ended December 31,
--------------------------------
1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Income:
Premium revenue - net of reinsurance $1,426,882 $ 2,792,678 2,363,286
Premiums (ceded) assumed on reinsurance settlement (569,687) - 478,149
Fee income 3,078,365 1,392,649 925,671
Interest and dividend income 82,632 57,108 56,846
Commission income 146,661 113,590 95,858
Net realized and unrealized losses on investments (19,409) (6,462) (2,869)
Net realized gain on sale of interest in subsidiaries 696,818 19,932 121,741
Equity in loss of affiliates (2,519) (2,551) (699)
Gain on issuance of additional shares by public subsidiary 921 2,411 27,835
Other income 13,128 38,341 11,871
---------- ----------- ----------
Total income 4,853,792 4,407,696 4,077,689
========== =========== ==========
Expenses:
HMO claims and capitation costs 1,054,552 1,738,512 1,350,743
Health, disability and death benefit costs 170,000 618,663 551,816
Cost of prescription sales 2,449,592 1,015,982 621,652
Administrative charge from New York Life
Insurance Company 86,446 65,385 62,631
Employee compensation 292,337 368,939 339,974
Reserve transfer on reinsurance (ceded) assumed (569,687) - 478,149
Increase in policy reserves - life 24,500 21,829 11,746
Depreciation and amortization 205,617 120,238 112,642
Impairment of intangible asset - 4,381 28,830
Interest 55,362 14,558 15,594
Professional fees 58,909 35,138 37,938
Selling expenses 166,619 166,632 123,413
Rent expense 26,978 36,575 34,943
Administrative and other expenses 197,039 184,442 152,272
---------- ----------- ----------
Total expenses 4,218,264 4,391,274 3,922,343
---------- ----------- ----------
Net income before income taxes and minority interest 635,528 16,422 155,346
Net income tax expense 302,867 21,929 76,325
---------- ----------- ----------
Net income (loss) before minority interest 332,661 (5,507) 79,021
Minority interest 14,799 18,288 14,188
---------- ----------- ----------
Net income (loss) $317,862 $(23,795) $64,833
========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
250
<PAGE> 426
NYLIFE INC. AND SUBSIDIARIES
(affiliates of New York Life Insurance Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the years ended December 31, 1998, 1997, and 1996
<TABLE>
<CAPTION>
Net
Common Unrealized
Stock & Gains (Losses)
Additional Investment on Available Cumulative Total
Paid-In Accumulated Valuation for Sale Translation Stockholder's
Capital Deficit Account Investments Adjustment Equity
------- ------- ------- ----------- ---------- ------
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $946,546 $(240,623) $406,834 $19,099 $1,123 $1,132,979
Effect of business combination (Note 1) -- (88,130) -- (17,375) -- (105,505)
Capital contributions 168,325 -- -- -- -- 168,325
Return of capital (47,950) -- -- -- -- (47,950)
Change in prior year's retained
earnings -- (7,102) -- -- -- (7,102)
Cumulative translation adjustment -- -- -- 2,727 2,727
Statutory valuation of subsidiary in
excess of GAAP net equity -- -- (307,307) -- -- (307,307)
Other equity adjustments -- 205 -- -- -- 205
Net unrealized losses on available for
sale investments -- -- -- (2,939) -- (2,939)
Net income -- 64,833 -- -- -- 64,833
-------- ---------- -------- ------- ------ ----------
Balance at December 31, 1996 1,066,921 (270,817) 99,527 (1,215) 3,850 898,266
Capital contributions 101,087 -- -- -- -- 101,087
Return of capital (124,900) -- -- -- -- (124,900)
Cumulative translation adjustment -- -- -- -- (1,412) (1,412)
Statutory valuation of subsidiary in
excess of GAAP net equity -- -- 100,720 -- -- 100,720
Other equity adjustments -- (12,326) -- -- -- (12,326)
Net unrealized gains on available for
sale investments -- -- -- 2,598 -- 2,598
Net loss -- (23,795) -- -- -- (23,795)
-------- ---------- -------- ------- ------ ----------
Balance at December 31, 1997 1,043,108 (306,938) 200,247 1,383 2,438 940,238
Capital contributions 100,145 -- -- -- -- 100,145
Return of capital (285,557) -- -- -- -- (285,557)
Dividends -- (373,924) -- -- -- (373,924)
Cumulative translation adjustment -- -- -- -- 13 13
Statutory valuation of subsidiary in
excess of GAAP net equity -- -- 349,116 -- -- 349,116
Other equity adjustments -- (41,787) -- -- -- (41,787)
Net unrealized losses on available for
sale investments -- -- -- (1,272) -- (1,272)
Net income -- 317,862 -- -- -- 317,862
-------- ---------- -------- ------- ------ ----------
Balanced at December 31, 1998 $857,696 $(404,787) $549,363 $111 $2,451 $1,004,834
======== ========== ======== ======= ====== ==========
</TABLE>
251
<PAGE> 427
NYLIFE INC. AND SUBSIDIARIES
(affiliates of New York Life Insurance Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years ended December 31.
--------------------------------
Cash flow from operating activities 1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash flow from operating activities:
Net income (loss) $317,862 $(23,795) $64,833
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 205,617 120,238 112,642
Impairment of intangible assets - 4,381 28,830
Insurance reserves 24,500 21,829 11,748
Net realized gain on sale of interest in subsidiaries (696,818) (19,932) (121,741)
Net realized and unrealized losses on investments 19,409 6,462 2,869
Equity in loss of affiliates 2,519 2,551 699
Provision for deferred income tax expense (730) 13,609 87,297
Minority interest 14,799 18,288 14,188
Gain on issuance of additional shares by public subsidiary (921) (2,411) (27,835)
Other 9,997 3,821 11,083
Change in assets and liabilities, net of changes resulting from
acquisitions or sales of subsidiaries:
Premiums and accounts receivable 78,185 (91,791) (206,586)
Interest and other receivables (8,302) 22,609 (67,897)
Deferred distribution costs and other assets (138,751) (107,471) (141,565)
Accrued expenses and other payables 5,114 171,002 170,509
Net (receivable) payable to New York Life
Insurance Company (463,035) 467 30,499
Policy and claim reserves (132,124) 11,029 143,096
Net income taxes payable (receivable) 16,305 1,604 (58,597)
Other liabilities 84,327 (13,285) 345
Net assets of dissolved subsidiaries - 66,553 (192,223)
----------- --------- ---------
Net cash (used in) provided by operating activities (662,047) 205,758 (137,806)
Cash flow from investing activities:
Capital expenditures (45,363) (38,826) (51,446)
Proceeds from sale of investments 289,655 214,642 209,383
Purchase of investments (164,007) (165,089) (283,947)
Purchase of receivable from New York Life (1,252,023) (615,307) -
Proceeds from sale of subsidiaries, net of cash
sold and closing costs 851,332 2,766 138,497
Acquisition of subsidiaries, net of cash acquired (460,137) - (14,843)
Payments received on receivable from New York Life 884,728 115,526 -
Payments received on investments 2,537 8,693 45,653
Other 4,603 (1,045) 3,552
----------- --------- ---------
Net cash provided by (used in) investing activities $111,325 $(478,640) $46,849
----------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
252
<PAGE> 428
NYLIFE INC. AND
SUBSIDIARIES
(affiliates of New York Life Insurance Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(continued)
<TABLE>
<CAPTION>
For the Years ended December 31.
--------------------------------
1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash flow from financing activities:
Capital contributions $97,534 $95,471 $97,784
Dividends paid - - (35,250)
Borrowings net of repayments under line of credit agreements - (97,446) 53,378
Payments applied against capital leases - (527) (779)
Proceeds from issuance of debt 7,286,530 615,374 -
Principal repayment of debt (6,592,397) (122,839) (12,536)
Return of capital distribution (276,237) (124,900) -
Proceeds from issuance of shares by public subsidiary - - 52,592
Other (2,256) 2,124 (52,839)
-------- -------- --------
Net cash provided by financing activities 513,174 367,257 102,350
-------- -------- --------
Effect of exchange rates on cash (1,373) (3,042) 3,158
-------- -------- --------
Net (decrease) increase in cash and cash equivalents (38,921) 91,333 14,551
Cash and cash equivalents at beginning of period 401,565 310,232 295,681
-------- -------- --------
Cash and cash equivalents at end of period $362,644 $401,565 $310,232
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid (received) during the year for:
Income taxes $298,158 $(11,776) $50,245
-------- --------- --------
Interest expense $47,492 $10,998 $ 15,075
-------- --------- --------
Supplemental disclosure of non-cash financing activities:
Net capital contributions $(6,709) $5,613 $22,598
-------- --------- --------
Dividends declared but not paid $373,924 $ - $ -
-------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
253
<PAGE> 429
NYLIFE INC. AND SUBSIDIARIES
(AFFILIATES OF NEW YORK LIFE INSURANCE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE I - ORGANIZATION AND DESCRIPTION OF BUSINESS
The accompanying financial statements reflect the consolidation of NYLIFE Inc.
("NYLIFE Inc." or the "Company"), a wholly-owned subsidiary of New York Life
Insurance Company ("New York Life"), and its subsidiaries, each of which is
wholly-owned, except as noted:
Aegis Technologies, Inc. ("Aegis")
Avanti Corporate Health Systems Inc. ("Avanti")
Eagle Strategies Corp. ("Eagle")
Greystone Realty Corporation ('Greystone") (Discontinued in 1998)
MacKay-Shields Financial Corporation ("MacKay-Shields")
Madison Square Advisors, Inc. ("MSA")
MainStay Management, Inc. ("MainStay Management")
MainStay Shareholder Services Inc. ("MSSI")
Monitor Capital Advisors, Inc. ("Monitor Capital")
MSC Holding, Inc. ("MSC"), 85% owned
New York Life Benefit Services, Inc. ("Benefit Services")
New York Life Capital Corporation ("Capital Corp.")
New York Life International, Inc. ("International, Inc.")*
New York Life International Investment, Inc. ("NYL International")
NYL Management Limited
New York Life Irrevocable Trust of 1996 ("Trust")
New York Life Settlement Corporation ("NYLSET")
New York Life Trust Company ("NYL Trust")
New York Life UK Limited ("NYLUK")*
NYLCare NC Holdings, Inc. ("NC Holdings") (Discontinued in 1998)
NYLIFE Administration Corp. ("NYLACOR")
NYLIFE Depositary Corporation ("Depositary")
NYLIFE Distributors Inc. ("NYLIFE Distributors")
NYLIFE Equity Inc. ("NYLIFE Equity")(Dissolved in 1997)
NYLIFE Funding Inc. ("NYLIFE Funding")(Dissolved in 1998)
NYLIFE HealthCare Management Inc. ("NYLIFE HealthCare")
NYLCare Health Plans ("NYLCare")(Discontinued in 1998)
New York Life and Health Insurance Company ("NYLHIC")(Discontinued in 1998)*
Express Scripts Inc. ("ESI"), 45% owned
NYLIFE Realty Inc. ("NYLIFE Realty")(Dissolved in 1997)
NYLIFE Refinery Inc. ("NYLIFE Refinery")
NYLIFE Resources Inc. ("NYLIFE Resources")(Dissolved in 1998)
NYLIFE Securities Inc. ("NYLIFE Securities")
NYLIFE SFD Holding, Inc. ("SFD Holding")
Auto Funding II, LP ("Auto Funding")
NYLIFE Structured Asset Management Company, Ltd. ("SAMCO")
NYLINK Insurance Agency Corporation ("NYLINK")
NYLTemps Inc. ("NYLTemps")
WellPath of Arizona Reinsurance Company ("WellPath") (Discontinued in 1998)
* Denotes Life Insurance Operations
1
<PAGE> 430
NYLIFE Inc., through its subsidiaries, offers insurance products in certain
international markets; pharmacy benefit management services; investment
management, mutual fund, and pension products and services; securities
brokerage and the ability to raise capital. Until July 15, 1998, the Company
offered health insurance and managed care through NYLCare, which was sold to
Aetna, Inc. ("Aetna") (See Note 5).
International operations are conducted primarily through International, Inc.,
which markets life insurance and related products and services through joint
ventures and equity investments in Hong Kong, Korea, Indonesia, Mexico and
Argentina.
Pharmacy benefit management services are conducted through ESI, which markets
mail order prescriptions and provides pharmacy claims processing services.
Asset management operations primarily consist of institutional asset management
and mutual fund related products and services offered through MacKay-Shields,
Monitor Capital and MSA. Mutual fund distribution and administration services
are conducted through NYLIFE Distributors, MSSI and MainStay Management.
Pension and 401(k) products and related administrative and trust services are
offered through Benefit Services and NYL Trust.
Securities brokerage is conducted through NYLIFE Securities, whose operations
consist of the distribution of mutual fund products (including the MainStay
Funds through a soliciting dealer agreement with NYLIFE Distributors) and
registered products through New York Life's career agency force.
Capital raising operations are conducted through Capital Corp. which issues
commercial paper and borrows from other sources for the purpose of making loans
to New York Life and its affiliates.
BUSINESS COMBINATIONS:
NYLCare was established on January 1, 1996 when New York Life combined certain
of its existing group life and health indemnity insurance operations with those
of Sanus Corp. Health Systems, an indirect wholly-owned managed care subsidiary
of New York Life, and renamed the company. Concurrently, New York Life also
transferred its ownership in New York Life and Health Insurance Company
(NYLHIC), a wholly-owned life insurance subsidiary, to NYLCare.
Also on January 1, 1996, NYLHIC entered into a modified coinsurance agreement
through which it had assumed the risk on 90% of New York Life's group life and
health indemnity insurance business. Under the terms of the modified
coinsurance agreement, NYLHIC assumed the risk for group life and health
policies issued by New York Life; however, New York Life retained the reserves
and related assets. This modified coinsurance agreement was terminated on March
31, 1998.
For purposes of these financial statements, the combination has been treated as
a transaction between entities under common control and, accordingly,
stockholder's equity has been restated to reflect an increase of $105,505,000
as of December 31, 1995.
On July 15, 1998, NYLCare was sold to Aetna (see Note 5).
2
<PAGE> 431
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING:
The accompanying statutory basis consolidated financial statements have been
prepared on the basis of accounting practices prescribed or permitted by the
New York State Insurance Department for valuing common stocks of subsidiaries
(New York statutory basis of accounting), which is a comprehensive basis of
accounting other than generally accepted accounting principles ("GAAP").
For non-insurance subsidiaries, New York accepts GAAP net equity as a valuation
basis, with certain adjustments for goodwill amortization. Goodwill arising
from the purchase of non-insurance subsidiaries is amortized over a period not
to exceed ten years. Under GAAP, this goodwill would be amortized over a
period of 15 to 30 years. In 1993, New York Life received authorization from
the New York State Insurance Department to adopt approximate market value
(subject to certain liquidity adjustments) as the carrying value for its
investment in Express Scripts Inc., a publicly traded 45% owned subsidiary of
NYLIFE HealthCare. This practice is not recognized under GAAP.
The New York statutory basis of accounting for life insurance subsidiaries
varies from those prepared under GAAP primarily as follows: (1) the costs
relating to acquiring business, principally commissions and certain policy
issuance expenses, are charged to income in the year incurred, whereas under
GAAP, they would be deferred and amortized over the periods benefited; (2)
policy reserves are based on different assumptions than under GAAP and
dividends on participating policies are provided when approved by the Board of
Directors, whereas under GAAP, they are provided when credited to the policies;
(3) policy reserves are recorded net of reinsurance, whereas under GAAP, such
amounts are reported gross; (4) the excess of purchase price over statutory net
assets acquired is charged to stockholder's equity in the year of acquisition,
whereas under GAAP, an intangible asset is established and amortized over its
useful life; (5) investments in bonds are generally carried at amortized cost,
whereas under GAAP, investments in bonds which are considered available for
sale or held for trading are generally carried at market value, with changes in
market value charged against equity or reflected in earnings; (6) certain
assets are considered 'non-admitted and excluded from the statement of
financial position, whereas they are included under GAAP; (7) joint ventures
and minority stock investments are stated at the value of their underlying
statutory net assets, whereas under GAAP, such investments are stated on the
equity basis; (8); deferred federal income taxes are not provided for as they
are under GAAP; and (9) the results of discontinued operations are consolidated
in each applicable financial statement, whereas under GAAP, they are segregated
from continuing operations and reflected as discontinued operations in each
financial statement.
The approximate effects on the financial statements of the variances between
the practices described in the preceding paragraphs and generally accepted
accounting principles are as follows: a decrease in net income of $73,000,000,
$4,000,000 and $17,000,000 for the years ending December 31, 1998, 1997 and
1996, respectively, a decrease in total assets of $479,000,000 and $122,000,000
at December 31, 1998 and 1997, respectively, and a decrease in stockholder's
equity of $490,000,000 and $123,000,000 as of December 31, 1998 and 1997,
respectively. The components comprising the differences in net income are
detailed in the chart on the following page (in thousands):
3
<PAGE> 432
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
GAAP Income before Discontinued Operations $(135,275) $116 $68,280
Discontinued Operations 380,137 (27,911) (20,447)
--------- -------- --------
GAAP Net Income 244,862 (27,795) 47,833
--------- -------- --------
Gain on Sale of NYLCare 66,000 - -
Goodwill Adjustments 9,000 1,000 1,000
Other Adjustment (2,000) 3,000 16,000
-------- --------- -------
Statutory Net Income $317,862 $(23,795) $64,833
======== ========= =======
</TABLE>
The consolidated statement of operations reflects the activities of purchased
subsidiaries from the acquisition date through the respective year-end date.
Intercompany accounts and transactions have been eliminated.
OTHER COMPREHENSIVE INCOME:
The following chart summarizes the components which would be included as other
comprehensive income:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
GAAP Net Income $244,862 $(27,795) $47,833
Cumulative translation adjustment 13 (1,412) 2,727
Net unrealized (losses) gains on
available for sale investments (1,272) 2,598 (2,939)
---------- --------- -------
Other Comprehensive Income $243,603 $(26,609) $47,621
======== ========= =======
</TABLE>
INVESTMENTS:
Short-term investments consist of commercial paper and are carried at cost
which approximates fair value. Common stocks are stated at market value.
Bonds, other than those associated with insurance operations, are either
classified as held to maturity and are reported at amortized cost or classified
as available for sale and are reported at estimated fair value, with unrealized
gains and losses reported as a separate component of stockholder's equity, net
of deferred tax. The investment in the MainStay Funds is recorded at fair
value and is held by MacKay-Shields and MainStay Management, investment
advisors; MainStay Shareholder Services, a transfer agent; and NYLIFE
Securities and NYLIFE Distributors, broker-dealers. In accordance with
specialized accounting practices for broker-dealers, unrealized gains and
losses are included in net income. Real estate is recorded at the lower of cost
or fair value. Alarm monitoring contracts are recorded at the lower of cost or
fair value less cost to sell. Investments in limited partnerships are generally
accounted for under the equity method of accounting. Under this method, net
earnings or losses are included in net income.
FAIR VALUES OF FINANCIAL INSTRUMENTS:
Fair values of various assets and liabilities are included throughout the notes
to financial statements. Specifically, fair value disclosure of bonds, real
estate and the investment in the MainStay Funds is reported in Note 6 and fair
value disclosure of notes payable is reported in Note 9. Fair values of bonds
and the investment in the MainStay Funds are based on published or quoted
market values, respectively.
4
<PAGE> 433
CASH AND CASH EQUIVALENTS:
Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash and have original maturities of three
months or less. The carrying value of cash and cash equivalents approximates
fair value.
ACCOUNTS RECEIVABLE:
The carrying value of accounts receivable approximates fair value.
DEFERRED DISTRIBUTION COSTS:
Deferred distribution costs relate to commission expenses and certain other
costs related to the distribution of MainStay Funds which have a contingent
deferred sales charge, and are deferred and amortized over a six year period on
a straight-line basis, adjusted for related contingent deferred sales charge
income earned.
FIXED ASSETS:
Fixed assets are recorded at cost and are depreciated over the estimated useful
lives of the assets, generally 3 to 10 years, using the double-declining
balance and straight-line methods of depreciation.
GOODWILL:
Goodwill represents the cost in excess of the value assigned to net assets
acquired in connection with acquisitions and is being amortized over 10 years,
unless deemed to be impaired, in which case it is written off to the extent
considered unrecoverable (see Note 4).
DERIVATIVE FINANCIAL INSTRUMENTS:
The Company, through its investment in ESI, has entered into an interest rate
swap agreement in order to manage exposure to interest rate risk (see Note 9).
ESI does not hold or issue derivative financial instruments for trading
purposes. The interest rate swap is designated as a hedge of ESI's variable
interest rate payments. Amounts received or paid are accrued as interest
receivable or payable and as interest income or expense. The fair value of
interest rate swap agreements is based on market prices. The fair value
represents the estimated amount ESI would receive or pay to terminate the
agreements taking into consideration current interest rates.
In June 1998, the Financial Accounting Standards Board ("the FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). The Statement requires all
derivatives be recognized as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In addition,
the Statement specifies the accounting for changes in the fair value of a
derivative based on the intended use of the derivative and the resulting
designation. FAS 133 is effective for fiscal years beginning after June 15,
1999. ESI's present interest rate swap would be considered a cash flow hedge.
Accordingly, the change in the fair value of the swap would be reported on the
balance sheet as an asset or liability. The corresponding unrealized gain or
loss representing the effective portion of the hedge will be initially
recognized in stockholder's equity, and subsequently any changes in unrealized
gain or loss from the initial measurement date will be recognized in earnings
concurrent with the interest expense on ESI's underlying variable rate debt.
If ESI had adopted FAS 133 as of December 31, 1998, ESI would record the
unrealized loss of $7,209,000 as a liability and reduction in stockholder's
equity.
5
<PAGE> 434
POLICY AND CLAIM RESERVES:
Policy reserves are computed utilizing mortality tables and interest
assumptions which are consistent with the local statutory requirements of each
respective subsidiary and are considered to be sufficient to provide for
contractual benefits.
PARTICIPATING POLICYHOLDER LIABILITY:
The liability for participating policyholders consists principally of dividends
accrued as of the statement date. The allocation of dividends is determined by
means of formulas which reflect the relative contribution of each group of
policies to the results of operations.
ACCRUED EXPENSES AND OTHER PAYABLES:
The carrying value of accrued expenses and other payables approximates fair
value.
MEDICAL GROUPS' RISK SHARING:
NYLCare compensates primary care physicians on a capitation basis. NYLCare has
in place an incentive program whereby primary care physicians are eligible to
receive a bonus based on quality and cost utilization criteria. An accrual is
made for the estimate of the amount of bonus which will be paid to medical care
providers based upon quality cost utilization criteria.
NYLCare also has risk contracts with provider groups covering certain medical
services. To the extent medical expenses differ from budget, NYLCare and the
providers share any savings or deficit as defined in the contracts.
INCOME TAXES:
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109. Under this method, deferred tax assets and
liabilities are recognized for the expected future tax consequences/benefits,
utilizing current tax rates, of temporary differences between the carrying
amounts and the tax bases of assets and liabilities.
FOREIGN CURRENCY TRANSLATION:
Assets and liabilities denominated in foreign currency have been translated
into U.S. dollars at the respective year-end exchange rates. Operating results
are translated at the average exchange rates for the year. Foreign currency
translation gains and losses are credited or charged directly to the Cumulative
Translation Adjustment ("CTA") account in stockholder's equity. The change in
the CTA account is due to the current year effect of the translation
adjustment. Foreign currency transaction gains and losses are included in net
income.
PREMIUM REVENUE RECOGNITION:
Premium revenue, net of reinsurance, for indemnity and managed health care and
other ancillary coverage is recorded as income over the premium paying period
of the policies. Revenue on premiums collected in advance is deferred.
FEE INCOME:
Revenues from dispensing prescription and non-prescription medical products
from ESI's mail service pharmacies are recorded upon shipment. Revenue from
sales of prescription drugs by pharmacies in ESI's nationwide network and
pharmacy claims processing revenues are recognized when the claims are
processed. When ESI has an independent contractual obligation to pay its
network pharmacy providers for benefits provided to members of its clients
pharmacy benefit plans, ESI includes payments from plan sponsors for these
benefits as prescription sales. Fees and payments to these pharmacy providers
are included as cost of prescription sales. If ESI is only administering the
plan sponsors' network pharmacy contracts, ESI records fees derived from ESI's
contracts with plan sponsors as net revenue.
Through its subsidiaries, the Company receives fees for services provided under
agreements with its clients. The Company accrues fee income when earned.
Consulting and management fees are recognized in income as services are
rendered. Additionally, the Company derives monitoring revenues from customer
payments for alarm monitoring services. The Company recognizes revenue as the
monitoring services are provided.
CLAIMS, BENEFITS AND CAPITATION COSTS:
Claims and benefits include estimates of payments to be made on individual
claims for medical and ancillary services and for death benefits. The cost of
claims incurred but not reported is estimated using actuarial techniques based
on current membership statistics, current utilization and historical claims
data and trends. These estimates are continually reviewed and
6
<PAGE> 435
revised as changes in these factors occur and revisions are reflected in the
current year's statement of income. Capitation costs represent monthly charges
paid to participating physicians as compensation for providing continuing
medical care.
COST OF PRESCRIPTION SALES:
Costs of prescription sales include product costs, pharmacy claims payments and
other direct costs associated with dispensing prescription and non-prescription
medical products and claims processing operations, offset by fees received from
pharmaceutical manufacturers in connection with ESI's drug purchasing and
formulary management programs.
RECLASSIFICATIONS:
Certain 1997 and 1996 amounts in the consolidated financial statements and
accompanying notes have been reclassified to conform with the 1998
presentation. These reclassifications had no effect on net earnings or
stockholders equity as previously reported.
NOTE 3 - BUSINESS RISKS AND UNCERTAINTIES
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
During 1993, New York Life received authorization from the New York State
Insurance Department to adopt approximate market value (subject to certain
liquidity adjustments) as the carrying value for its investment in ESI.
Accordingly, the Company recorded adjustments of $549,363,000 and $200,247,000
for the statutory valuation of ESI in excess of its GAAP net equity at December
31, 1998 and 1997, respectively. These adjustments are included as a component
of stockholder's equity. Based upon the market value of ESI's common stock at
March 15, 1999, the amount of the statutory valuation of the subsidiary in
excess of GAAP net equity was approximately $659,197,000. A significant decline
in the value of this stock could have an adverse effect on the Company's
stockholder's equity.
As providers of life and health insurance products, the operating results of
certain subsidiaries in any given period depend upon estimates of policy
reserves required to provide for future policyholder benefits. The development
of policy reserves for the products of these companies requires management to
make estimates and assumptions regarding mortality, morbidity, healthcare
costs, lapses, expense and investment experience. Such estimates, including
provisions for incurred but not reported claims, are primarily based on
historical experience and, at times, the specific requirements of local
insurance regulators. Actual results could differ materially from these
estimates. Management monitors actual experience, and, where circumstances
warrant, revises its assumptions and the related estimates of policy reserves
and claim liabilities.
As substantially all of the net assets of International, Inc.'s subsidiaries
and NYLUK are held in foreign countries, there is a potential for adverse
impact on net assets arising from economic and political changes in these
countries.
See Note 14 for description of specific commitments and contingencies.
NOTE 4 - IMPAIRMENTS
DEFERRED DISTRIBUTION COSTS
In October of 1998, NYLIFE Distributors amortized an additional $52,648,000 of
deferred 12b- I distribution costs in order to more appropriately align the
deferred asset with the anticipated recoverable sales charges. This adjustment
was necessitated in part, by the occurrence of significant redemptions which
qualified for waiver of otherwise payable contingent deferred sales charges.
COMMON STOCK
On December 31, 1997, NYCare sold its 100% stock interest in Avanti Health
Systems of Texas, Inc. to FPA Medical Management, Inc. ("FPA"). NYLCare
received approximately 1,402,000 shares of FPA common stock with a market value
of $26,115,000 (see Note 5).
7
<PAGE> 436
During the third quarter of 1998, FPA entered into bankruptcy proceedings. In
accordance with Statement of Financial Accounting Standard No. 115, the Company
determined that a provision for other than temporary impairment was required on
its investment in FPA and recorded a pre-tax realized loss of $26,115,000.
LONG LIVED ASSETS
In accordance with Statement of Financial Accounting Standard No. 121 ("SFAS
121"), "Accounting for the Impairment of Long-lived Assets and for Long Lived
Assets to be Disposed Of", the following NYLIFE Inc. subsidiaries established
impairment reserves:
SFD HOLDING
Auto Funding II L.P. is a limited partnership formed for the purpose
of investing in a series of trusts (NAFCO Auto Trusts) consisting of
prime and non prime automobile loans. During the third quarter of
1998, Auto Funding II recorded a realized loss for its remaining
investments in the Trusts totaling approximately $6,700,000 before
taxes. In addition, during the fourth quarter of 1998, Auto Funding II
took an $11,500,000 pre-tax realized loss relating to the anticipated
exercise of its option to prepay the Investor Certificateholders in
NAFCO Auto Trusts-2, 3 and B. The write-offs were necessitated by the
continued unpredictability of the underlying collateral in each of the
Trusts. Going forward, Auto Funding II will record all cash receipts
from the Trusts as income in the period received.
In 1997, Auto Funding II recorded a realized loss on its investment in
trusts of $4,600,000 and recorded a loss on related capitalized costs
associated with the investment of $2,600,000.
NYLIFE REFINERY
NYLIFE Refinery, Inc. determined that adverse market and operating
conditions and independent market value quotes were sufficient
indicators of a potential impairment for its investment in Refinery
Holding Corporation. As a result, NYLIFE Refinery recorded a pretax
realized loss of $6,010,000 and $17,219,000 on its investment in
limited partnerships for the years ended December 31, 1998 and 1997,
respectively.
BENEFIT SERVICES
In 1997, Benefit Services determined that projected operating losses
were indicators of potential impairment. These operating losses
indicated that a write-down of the goodwill related to the purchase of
this subsidiary was required. As a result, $4,381,000 of goodwill that
arose from the purchase of Benefit Services was written off in 1997.
NYLCARE
In 1996, NYLCare determined that continuing operating losses of
certain subsidiaries which perform administrative services for
physician groups, were indicators of potential impairment. Based upon
the estimated undiscounted cash flows anticipated from these
subsidiaries it was determined that a write-down of the goodwill
related to these subsidiaries was required. As a result of the above,
approximately $28,830,000 of goodwill and other intangibles was
written off in 1996.
NOTE 5 - ACQUISITIONS AND DISPOSITIONS
SALE OF NYLCARE
Through July 15, 1998, the Company offered health insurance and managed care
products which were sold to Aetna. The sale included the stock of the Company's
wholly owned healthcare subsidiary, NYLCare, including NYLHIC, a downstream
subsidiary of NYLCare. The sales price of $1,070,000,000 resulted in an
after-tax gain of $438,654,000.
8
<PAGE> 437
The following is summarized financial information of NYLCare included in the
consolidated statement of Financial Position and Statement of Operations (in
thousands).
<TABLE>
<CAPTION>
STATEMENT OF FINANCIAL POSITION 1998 1997
---- ----
<S> <C> <C>
Assets
Cash and cash equivalents $ - $195,498
Premiums and accounts receivable - 331,727
Investments - 263,801
Fixed assets - 47,265
Other assets - 91,902
--------- ---------
Total assets - 930,193
Liabilities
Accrued HMO claims payable - 210,813
Policy & claims reserves - 153,513
Accrued expenses & other payables - 111,139
Other liabilities - 136,069
--------- -------
Total liabilities - 611,534
Net assets included in stockholder's equity $ - $318,659
======== ========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues
Premium income $1,379,507 $2,765,107 $2,321,310
Premium (ceded) assumed on reinsurance settlement (569,687) - 478,149
Fee income 30,744 78,930 71,719
Other income 33,762 59,737 39,061
--------- --------- ---------
Total revenue 874,326 2,903,774 2,910,239
Expenses
HMO claims and capitation costs 1,054,552 1,819,722 1,418,529
Health, disability and death benefit costs 159,092 630,661 554,865
Reserve transfer on reinsurance (ceded) assumed (569,687) - 478,149
Employee compensation 144,749 257,736 240,364
Selling, administrative and other expenses 71,172 232,259 239,436
--------- --------- ---------
Total expenses 859,878 2,940,378 2,931,343
--------- --------- ---------
Gain (loss) before income taxes 14,448 (36,604) (21,104)
Federal income tax expense (benefit) 7,452 (8,756) (743)
Minority interest 70 63 86
--------- --------- ---------
Net income (loss) $6,926 $(27,911) $(20,447)
========= ========= =========
</TABLE>
9
<PAGE> 438
NYLIFE HEALTHCARE
On April 1, 1998, ESI acquired all of the outstanding capital stock of Value
Health, Inc. and Managed Prescriptions Network, Inc. (Collectively, the
"Acquired Entities") from Columbia/HCA HealthCare Corporation ("Columbia") for
approximately $460,000,000 in cash (which includes transaction costs and
executive management severance costs of approximately $15,000,000), of which
approximately $360,000,000 was obtained through a five year bank credit
facility and the remainder from ESI's cash balances and short term investments.
At closing, the Acquired Entities owned various subsidiaries that now or
formerly conducted a PBM business, commonly known as "ValueRx".
The acquisition has been accounted for using the purchase method of accounting
and the results of operations of the Acquired Entities have been included in
the consolidated financial statements since April 1, 1998. The purchase price
has been preliminarily allocated based on the estimated fair values of net
assets acquired at the date of the acquisition. The excess of purchase price
over tangible net assets acquired was originally allocated to other intangible
assets consisting of customer contracts and non-compete agreements in the
amount of $57,653,000, included in other assets, and goodwill in the amount of
$289,863,000, both of which are being amortized using the straight-line method
over 10 years. In conjunction with the acquisition, the Acquired Entities and
their subsidiaries retained the following liabilities (in thousands):
<TABLE>
<S> <C>
Fair value of assets acquired $656,488
Cash paid for the capital stock (460,137)
Liabilities retained $196,351
========
</TABLE>
The following unaudited pro forma information presents a summary of combined
results of operations of NYLIFE Inc. and the Acquired Entities as if the
acquisition had occurred at the beginning of the period presented, along with
certain pro forma adjustments to give effect to amortization of goodwill, other
intangible assets, interest expense on acquisition debt and other adjustments.
The pro forma financial information is not necessarily indicative of the
results of operations as they would have been had the transaction been effected
on the assumed dates. Included in the pro forma information are integration
costs incurred by ESI that are being reported within selling, general and
administrative expenses in the statement of operations (in thousands).
<TABLE>
<CAPTION>
Year Ended December 31,
<S> <C> <C>
1998 1997
---- ----
Net revenues $5,263,720 $6,054,968
Net income (loss) 318,012 (23,537)
</TABLE>
On December 31, 1997, NYLCare sold its 100% stock interest in Avanti Health
Systems of Texas, Inc., its physician practice management company located in
Texas. NYLCare received approximately 1,402,000 shares of FPA Medical
Management, Inc. common stock with a market value of $26,115,000. NYLCare has
recorded a gain of $19,454,000 after adjusting for the costs related to the
sale.
In 1997, NYLCare sold substantially all of the operating assets and certain
liabilities of Avanti of the District, Inc., its physician management practice
company located principally in Maryland. NYLCare received $2,766,000 in cash,
resulting in a gain on the sale of $478,000.
10
<PAGE> 439
In April 1996, ESI completed a public offering of 1,150,000 shares of Class A
common stock and received $52,592,000 in net proceeds. NYLIFE HealthCare
recognized a pre-tax gain of $27,835,000, representing the difference between
NYLIFE HealthCare s interest in the net assets of ESI immediately after the
public offering and the historical book value of its investment in ESI. As
part of the same stock offering, NYLIFE HealthCare converted 2,990,000 shares
of ESI Class B Common Stock to Class A Common Stock. Net proceeds from the
sale totaled $138,497,000 and a pre-tax gain of approximately $121,741,000 was
recognized. As a result of these transactions, NYLIFE HealthCare's ownership of
ESI decreased from 70% to 46% and its voting stock from 96% to 90%. Additional
issuance of shares in 1997 and 1998 reduced NYLIFE HealthCare's ownership to
45% and its voting stock to 89%.
During 1996 and 1995, NYLIFE Inc. paid $7,076,000 and $10,800,000,
respectively, to the three original Founders of NYLIFE HealthCare to purchase
their remaining NYLIFE HealthCare shares in accordance with their Termination,
Severance and Stock Buyback Agreements. Subsequent to the purchase of these
shares, NYLIFE's ownership of NYLIFE HealthCare increased to 100%.
INTERNATIONAL, INC.
Effective December 31, 1998, International Inc. sold all of its common stock in
Bermuda to outside investors for consideration amounting to $3,812,000. The
assets, liabilities, premiums and net loss of Bermuda as of December 31, 1998
and 1997 were as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Assets $15,963 $12,364
Liabilities $14,061 $11,795
Premiums $ 3,608 $ 8,945
Net loss $ 721 $ 2,325
</TABLE>
NYLUK
In March 1998, NYLUK contributed $9,909,000 to Life Assurance Holding
Corporation Limited ("LAHC"), a UK holding company in which NYLUK has an equity
interest, to fund the acquisition of GAN Life Holdings. As a result of
disproportionate contributions by other investors, NYLUK's interest in LAHC was
reduced from 31.25% to 22.8%. Accounting practices prescribed or permitted by
the New York State Insurance Department require the excess of purchase price
over statutory net assets acquired to be charged directly to stockholder's
equity. In accordance with this guidance, NYLUK reduced its investment in LAHC
by $43,960,000 following the purchase of GAN Life Holdings.
NYLIFE FUNDING/NYLIFE RESOURCES
On February 28, 1998, the Board of Directors of NYLIFE Funding and NYLIFE
Resources Inc. approved plans to voluntarily dissolve these companies. During
1998, NYLIFE Funding and NYLIFE Resources have had no present operations and
have returned capital to NYLIFE Inc. totaling $4,100,000 and $2,018,000,
respectively.
GREYSTONE
In January 1998, management of the company decided to transfer the asset and
property management functions performed by Greystone to New York Life and
liquidated Greystone. As a result, all third party management agreements have
been terminated and Greystone has incurred various expenses including employee
severance and office closure expenses.
11
<PAGE> 440
MSA
On November 13, 1997, MSA was created to act as investment advisors over three
New York Life separate accounts. MSA was funded with a $25,000 subscription
receivable. A $25,000 cash contribution was made in January of 1998.
MAINSTAY MANAGEMENT
On August 22, 1997, MainStay Management was created to oversee the portfolio
management services provided by MacKay-Shields, Monitor Capital, MSA, and New
York Life and for managing the MainStay Funds business affairs. MainStay
Management was funded with a $1,000,000 cash contribution and $1,210,000 of
furniture and equipment.
MSSI
On March 4, 1997, MSSI was created to assume certain shareholder servicing
functions previously handled by NYLIFE Distributors. MSSI was funded with a
$2,000,000 cash contribution and $912,000 of furniture and equipment.
MSC
During 1995, the assets of the Health and Investment Divisions of MSC were sold
to Meritech, a subsidiary of Summit Technologies and Melson Technologies, an
indirect subsidiary of Aegon Insurance, respectively. Meritech purchased the
Health Division assets for approximately $750,000 which included contracts,
licenses, equipment and various receivables. Melson Technologies purchased the
Investment Division assets for a purchase price contingent upon the amount of
licencing fees the buyers receive over the next 10 years relating to the SMS
Investment System. $1,000,000 of the purchase price is guaranteed, and will be
received within 5 years or within 1 year after the assets were sold. In 1997,
the assets were sold to SS&C Technologies, activating the acceleration clause.
As of December 1998, $75,000 has been received. The remaining $925,000
receivable is expected to be settled in 1999. A total gain of approximately
$1,695,000 was recognized on these transactions.
NYLINK
NYLINK was incorporated in Delaware in November 1996. NYLINK commenced
operations in 1998 and its activities primarily consist of the facilitation of
the sale of non-proprietary insurance products by New York Life registered
representatives.
NYL MANAGEMENT LTD.
On June 18, 1996, Quorum Capital Management Ltd. ("Quorum") transferred its
assets and business operations to Westdeutsche LandesBank (West LB) for
approximately $1,125,000. A gain of approximately $969,000 was recognized on
this transaction. Quorum subsequently changed its name to NYL Management Ltd.
and substantially ceased on-going operations.
AEGIS
In December 1995, the Aegis Board of Directors approved a plan to close the
business and dissolve Aegis in the event a suitable buyer could not be found.
On March 5, 1996, the decision to dissolve Aegis and its subsidiary, Personal
Financial Assistant Financial Centers was announced. The assets were
liquidated and a loss of $5,420,000 was recognized. Aegis is expected to be
formally dissolved in 1999.
12
<PAGE> 441
OTHER
In 1995, New York Life, NYLIFE Inc., and certain other affiliated and
unaffiliated entities, entered into a Stipulation of Settlement (the
"Settlement Agreement") of a class action lawsuit related to the sale of units
in, and the operation of, the Company's proprietary limited partnership
programs. In connection with the Settlement Agreement, New York Life announced
a plan to dissolve the partnership programs ("the Plan"), contingent upon the
consent of the Limited Partnership Investors (the "Investors"). In 1995,
NYLIFE Inc. recorded a provision of $137,000,000 to reflect the estimated costs
of dissolving the partnership operations and certain claims in connection
therewith, including settlement of the class action lawsuit. Both the
Settlement Agreement and the Plan were approved during 1996. Final settlement
costs totaled $121,000,000 and, as a result, a corresponding $16,000,000
pre-tax gain was recorded in 1997 and is included in other income.
Pursuant to the Plan, NYLIFE Equity and NYLIFE Realty, as liquidators,
finalized the process of winding up the partnership programs. All of the
property interests of the partnership programs were sold prior to September 30,
1997. As of September 30, 1997, pursuant to the Settlement Agreement, NYLIFE
Inc. advanced $173,000,000 to the Investors and paid $35,652,000 to other
unaffiliated entities for costs of the liquidation, primarily from the proceeds
from a $200,000,000 line of credit with New York Life. In addition, NYLIFE
Inc. recovered $87,723,000 from the liquidation of the partnership programs.
NYLIFE Equity and NYLIFE Realty were dissolved on September 30, 1997, whereby
each entity disbursed its remaining funds and transferred its net assets to
NYLIFE Inc. Closing returns of capital totaled $8,888,000 and $2,579,000 for
NYLIFE Equity and NYLIFE Realty, respectively.
NOTE 6 - INVESTMENTS
COMMON STOCK:
At December 31, 1998 and 1997, the distribution of unrealized gains on common
stock was as follows (in thousands):
<TABLE>
<CAPTION>
Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---- ----- ------- ----------
<S> <C> <C> <C> <C>
1998 $6,397 $686 $- $7,083
====== ==== == ======
1997 $26,126 $4 $- $26,130
======= == == =======
</TABLE>
13
<PAGE> 442
BONDS:
At December 31, 1998, the maturity distribution of bonds was as follows (in
thousands):
<TABLE>
<CAPTION>
Available for Sale Held to Maturity Insurance
------------------ ---------------- Operations
----------
Amortized Estimated Amortized Estimated Statement Estimated
Cost Fair Value Cost Fair Value Value Fair Value
--------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Due in one year or less $ 1,499 $1,503 $ -- $ -- $2,752 $2,758
Due in years two through five 1,147 1,165 -- -- 30,731 30,813
Due in years six through ten -- -- -- -- 22,160 22,824
Due after ten years 1,291 1,300 4,119 5,007 14,422 15,109
----- ----- ----- ----- ------ ------
Total $ 3,937 $3,968 $4,119 $5,007 $70,065 $71,504
======= ====== ====== ====== ======= =======
</TABLE>
At December 31, 1998 and 1997, the distribution of unrealized gains and losses
on bonds was as follows (in thousands):
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Estimated
Available for Sale Cost Gains Losses Fair Value
------------------ -------------- ------------- ---------------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and other
U.S. Governmental Agencies 3,937 $ 31 $ - $ 3,968
======= ==== === =======
</TABLE>
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Estimated
Held to Maturity Cost Gains Losses Fair Value
---------------- -------------- ------------- ---------------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and other
U.S. Governmental Agencies $ 4,119 $ 888 $ - $ 5,007
======= ===== === =======
</TABLE>
<TABLE>
<CAPTION>
Statement Unrealized Unrealized Estimated
Value Gains Losses Fair Value
--------------- --------------- ---------------- ----------
<S> <C> <C> <C> <C>
Insurance Operations:
--------------------
U.S. Treasury $ 7,231 $ -- $ 55 $ 7,176
Foreign Governments 26,211 1,530 12 27,729
Corporate 36,623 133 157 36,599
Other -- -- -- --
--------- --------- --------- ---------
Total $70,065 $1,663 $224 $71,504
======= ====== ==== =======
</TABLE>
14
<PAGE> 443
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Estimated
Available for Sale Cost Gains Losses Fair Value
------------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and other
U.S. Governmental Agencies $ 85,691 $ 785 $ 81 $ 86,395
Commercial paper and Corporate notes 149,456 1,819 258 151,017
Other 4,057 -- -- 4,057
Certificates of deposit 228 -- -- 228
--------- -------- ------ ---------
Total $239,432 $2,604 $ 339 $241,697
======== ====== ===== ========
</TABLE>
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Estimated
Held to Maturity Cost Gains Losses Fair Value
---------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and other
U.S. Governmental Agencies 4,119 $ 495 $ -- $4,614
======= ===== ==== ======
</TABLE>
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Estimated
Insurance Operations Cost Gains Losses Fair Value
-------------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury $ 548 $ -- $ 11 $ 537
Foreign Governments 16,520 1,809 12 18,317
Corporate 19,738 2,000 231 21,507
Other 13,447 289 4 13,732
------- ------ ---- --------
Total $50,253 $4,098 $258 $54,093
======= ====== ==== =======
</TABLE>
Proceeds from investments in bonds sold, matured, or repaid were $162,850,000,
$82,038,000, and $182,786,000, for 1998, 1997 and 1996, respectively. Realized
gains from investments in bonds sold, matured, or repaid were $7,578,000, $0,
and $705,000 for 1998, 1997 and 1996, respectively, and realized losses were
$88,000, $89,000, and $12,000 for 1998, 1997 and 1996, respectively.
There were no restricted securities as of December 31, 1998. Investment in
bonds included $83,401,000 of restricted securities on deposit to meet solvency
requirements of various insurance departments, for 1997.
REAL ESTATE:
On January 8, 1998, NYLUK sold its freehold land and buildings and its finance
lease, including the property under the finance lease, to Windsor Life
Assurance Company Limited (which is 22.8% indirectly owned by NYLUK through its
investment in LAHC) resulting in no gain.
At December 31, 1997, real estate totaled $11,359,000.
During 1997 NYLIFE Funding sold its remaining three properties and recorded a
realized loss of $9,526,000. During 1996, NYLIFE Funding foreclosed on two
delinquent mortgage loans and transferred them at their appraisal value to real
estate recording a realized gain of $773,000.
15
<PAGE> 444
MAINSTAY FUNDS:
At December 31, 1998 the total investment in the MainStay Funds includes
investments in individual funds as follows (in thousands):
<TABLE>
<CAPTION>
Fund Cost Fair Value
--------------------------- ------ ----------
<S> <C> <C>
California Tax Free $2,830 $2,806
Capital Appreciation 176 350
Convertible 109 130
Corporate Bond 89 91
Equity Index 135 386
Institutional Growth 272 388
International Equity 6,303 7,692
International Bond 7,822 8,242
High Yield Corporate Bond 119 128
Short-Term Bond 4,134 4,014
New York Tax Free 5,200 5,137
Strategic Income/Value 5,700 5,533
Total Return 76 135
Value 681 590
------- -------
Total 1998 $33,646 $35,622
======= =======
Total 1997 $41,557 $41,665
======= =======
</TABLE>
SECURITY ALARM CONTRACTS:
All of SAMCO's security alarm monitoring contracts were sold during 1998
resulting in a pre-tax gain of $16,600,000. The carrying amount of security
alarm monitoring contracts held for sale as of December 31, 1997 includes
Contracts collateralizing Series A, B, and C Notes (see Note 9) as follows (in
thousands):
<TABLE>
<CAPTION>
1997
----
<S> <C>
Series A $ 7,821
Series B 3,374
Series C 22,985
-------
Total $34,180
=======
</TABLE>
Prior to the reclassification of the Contracts as held for sale effective
December 30, 1996, the Contracts were being amortized over an estimated life of
12 years, as adjusted for lapsed Contracts. Amortization expense for the period
January 1, 1996 to December 30, 1996 for Series A, B and C Contracts was
$9,924,000.
TIME DEPOSITS:
Time deposits, included in cash and cash equivalents, at December 31, 1998 and
1997, amounted to $6,077,000 and $5,625,000, respectively.
OTHER INVESTMENTS:
Other investments include interests in limited partnerships which consist
primarily of an oil refinery and oil and gas producing properties valued at
$5,574,000 and $13,117,000 at December 31, 1998 and 1997, respectively. The
1998 and 1997 values include a pre-tax impairment loss of $6,010,000 and
$17,219,000, respectively, in accordance with SFAS 121 (see Note 4).
16
<PAGE> 445
NOTE 7 - FIXED ASSETS
At December 31, 1998 and 1997, fixed assets, at cost, are comprised of the
following (in thousands):
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Furniture $ 21,903 $29,571
Equipment 47,017 51,124
Computer hardware 14,171 44,260
Computer software 38,270 18,326
Leasehold improvements 19,342 17,901
Other 6,724 3,618
----- -----
147,427 164,800
Less accumulated depreciation and amortization 43,976 84,445
------ ------
Total $103,451 $80,355
======== =======
</TABLE>
NOTE 8 - POLICY AND CLAIM RESERVES
On January 1, 1996, in accordance with the terms of the initial settlement of
the modified coinsurance agreement, New York Life transferred $478,149,000 to
NYLHIC representing reserves and an equal amount of premiums on existing
business. NYLHIC immediately retransferred the reserves back to New York Life.
As a result of the above transactions, NYLHIC recorded premiums assumed and an
increase in reserves on the initial settlement of $478,149,000 in the statement
of operations.
The modified coinsurance reserve retained by New York Life related to the
reinsured group life and health indemnity business was $568,105,000 at December
31, 1997. The liability for unpaid group health indemnity claims incurred in
the year ended December 31, 1997 related to prior years was immaterial.
On March 31, 1998, in connection with the sale of NYLCare (Note 5), the
modified coinsurance agreement with New York Life was terminated. In accordance
with the terms of the final settlement, NYLHIC transferred $569,687,000 to New
York Life representing reserves and an equal amount of premiums on existing
business. As a result of the above transaction, NYLHIC recorded premiums ceded
and a decrease in reserves on the final settlement of $569,687,000 in the
statement of operations.
NOTE 9 - NOTES PAYABLE
Notes payable, generally carried at the unpaid principal balance, consisted of
the following at December 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Short-term notes payable $ 865,906 $500,708
International-Loan from Windsor Life - 5,075
Series A and B, Floating Rate Secured Five Year Notes - 16,216
Series C 9% Fixed Rate Secured Five Year Notes 20,578 24,548
Loans payable to New York Life 24,704 29,474
Bank borrowings and revolving line of credit with
financial institutions 306,000 -
Other (including current portion) 54,014 1,909
---------- --------
Total $1,271,202 $577,930
========== ========
</TABLE>
The carrying value of notes payable approximates fair value.
17
<PAGE> 446
Short-term notes payable consist of Capital Corp's debt balance at December 31,
1998 and 1997. The weighted average cost of short-term notes payable was
approximately 5.19% and 5.75% at December 31, 1998 and 1997, respectively.
The Series A and B Floating Rate Secured Five Year Notes matured on February
17, 1998 and August 17, 1998, respectively. All outstanding principal and
accrued interest was paid from the proceeds on the sale in February 1998 and
August 1998 of the security alarm monitoring contracts and related assets,
which constituted the collateral securing these notes.
The $20,578,000 of Series C 9% Fixed Rate Secured Five Year Notes were secured
by Series C alarm monitoring contracts, which were sold on December 17, 1998. A
portion of the proceeds of the sale were used to purchase United States
Government Obligations with an aggregate value sufficient to pay principal and
interest to the Series C noteholders on the remaining distribution dates of
February 16, May 17, and August 16, 1999. Under Section 7.1(b) of the
Indenture, upon the aforesaid deposit and satisfaction of certain other
conditions, the Company is entitled to be relieved of its obligations under the
Series C Notes, the Indenture and the Security Agreement. (See Note 17)
On November 1, 1993, SFD Holding entered into a loan agreement with New York
Life. The agreement allows SFD Holding to borrow money pursuant to one or more
master notes (individually, a "Master Note," collectively, "Master Notes"),
each of which will not exceed one year in maturity and for amounts, in
aggregate, not to exceed $35,000,000 at any one time. Interest on any Master
Note borrowing accrues at the rate which is the annual simple interest
equivalent (computed on the actual daily principal balance based on a 360 day
year of twelve 30-day months) of 225 basis points above the one month London
Interbank Offered Rates ("LIBOR") published in the Wall Street Journal on the
15th day of the preceding calendar month (or if such day is not a day on which
such newspaper is published, the next succeeding day of such publication). In
1995, the loan agreement between SFD Holding and New York Life was amended to
accommodate the acquisition of prime auto loans. The amendment provides for
the following: (i) an increase in the maximum borrowings to $70,000,000, (ii)
an interest rate of 200 basis points above the one month LIBOR for borrowings
related to prime auto loan acquisitions, and (iii) a change in the monthly
interest payment date to the 20th of each month. During 1998, 1997 and 1996,
SFD Holding made interest payments totaling $2,183,000, $2,396,000 and
$2,805,000, respectively, to New York Life pursuant to the Master Notes. At
December 31, 1998, 1997 and 1996, the amounts outstanding under the Master Note
are $24,704,000, $29,474,000 and $22,089,000, respectively. Accrued interest at
December 31, 1998 and 1997 is $160,000 and $203,000, respectively.
In January 1995, NYLIFE Inc. entered into a credit agreement, expiring January
1, 1999, with New York Life whereby NYLIFE Inc. can borrow up to an aggregate
principal amount of $200,000,000 at any one time. This agreement and any loans
made shall be automatically extended and renewed for additional one year
periods, unless either NYLIFE Inc. or New York Life notifies the other to
terminate the agreement. At December 31, 1998 and 1997 there was no
outstanding principal under this agreement. Interest expense amounted to
$8,000, $1,847,000 and $2,598,000 in 1998, 1997 and 1996, respectively.
Along with New York Life, Capital Corp. is party to a credit agreement with a
consortium of banks. On August 5th, 1998, the Company's lines of credit were
increased and extended. The new credit agreement consists of a $300,000,000,
364 day revolving credit facility ("Facility A"), and a $700,000,000, 5 year
revolving credit facility ("Facility B"). Annual facility fees are .04% and
.06%, for Facility A and B, respectively, and borrowing rates are capped at
spreads of .16% and .14% over LIBOR, respectively. In addition, the credit
agreement contains various covenants pertaining to allowable activities of
Capital Corp. Neither Capital Corp. nor New York Life have utilized the credit
facility to date.
18
<PAGE> 447
On April 1, 1998, ESI entered into a $440,000,000 credit facility with a bank
syndicated by Bankers Trust Company, consisting of a $360,000,000 term loan
facility and an $80,000,000 revolving loan facility. The credit facility
expires on April 15, 2003 and is guaranteed by certain ESI domestic
subsidiaries and secured by pledges of 100% (or, in the case of foreign
subsidiaries 65%) of the capital stock of those subsidiaries. The provision of
this loan requires quarterly interest payments and, beginning in April 1999,
semiannual principal payments. The current rate is passed on a spread ("Credit
Rate Spread") over several LIBOR or base rate options, depending upon ESI's
ratio of earnings before interest, taxes, depreciation and amortization to debt
("Leverage Ratio"). At December 31, 1998, the interest rate was 6.0625%,
representing a credit rate spread of 0.75% over the three month LIBOR rate.
The credit facility contains covenants that limit the indebtedness ESI may
incur and the amount of annual capital expenditures. The covenants also
establish a minimum interest coverage ratio, a maximum leverage ratio, and a
minimum consolidated net worth. At December 31, 1998, ESI was in compliance
with all covenants. In addition, ESI is required to pay an annual fee depending
on the leverage ratio, payable in quarterly installments, on the unused portion
of the revolving loan. The commitment fee was 22.5 basis points at December
31, 1998. There were no borrowings at December 31, 1998 under the revolving
loan facility. The carrying amount of ESI's term loan facility approximates
fair value.
In conjunction with the credit facility and as part of ESI's policy to manage
interest rate risk, ESI entered into an interest rate swap agreement ("swap")
with The First National Bank of Chicago, a subsidiary of Bank One Corporation,
on April 3, 1998. At December 31, 1998, the swap had a notional principal
amount of $360,000,000. Under the terms of the swap, ESI agrees to receive a
floating rate or interest on the amount of the term loan facility based on a
three month LIBOR rate in exchange for payment of a fixed rate of interest of
5.88% per annum. The notional principal amount of the swap amortizes in equal
amounts with the principal balance of the term loan facility. As a result, ESI
has, in effect, converted its variable rate term debt to fixed rate debt at
5.88% per annum for the entire term of the term loan facility, plus the Credit
Rate Spread.
The following represents the schedule of current maturities for the term loan
facility as of December 31, 1998 (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31, Principal Repayment
----------------------- -------------------
<S> <C>
1999 $54,000
2000 72,000
2001 90,000
2002 96,000
2003 48,000
------
$360,000
</TABLE>
Prior to April 1, 1998, ESI maintained a $25,000,000 unsecured line of credit
with Mercantile Bank National Association which was terminated upon the
consummation of The Bankers' Trust credit facility. Additionally, ESI allowed
another line of credit in the amount of $25,000,000 to lapse on October 31,
1997. At December 31, 1997, ESI had no outstanding borrowings under this
agreement, nor did it borrow any amounts under these agreements during 1997.
19
<PAGE> 448
NOTE 10 - REINSURANCE
MODIFIED COINSURANCE:
In 1996, NYLHIC entered into a modified coinsurance agreement with New York
Life, whereby 90% of New York Life's group life and health indemnity insurance
business was reinsured with NYLHIC. On March 31, 1998, the reinsurance
agreement with New York Life was terminated. For the three years ended
December 31, 1998, 1997 and 1996, NYLHIC recorded the following activity under
the reinsurance agreement (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Premiums and fees assumed $177,826 $739,854 $613,632
Benefits 159,099 603,814 507,055
Commission and expense allowance 32,752 140,022 142,725
Modco reserve adjustment (2,859) 35,602 (13,135)
</TABLE>
Settlement on the net amount due is made 90 days after the end of each quarter.
Accordingly, at December 31, 1997 and 1996, NYLHIC recorded the following
amounts representing fourth quarter activity under the reinsurance agreement
(in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Deferred and uncollected premiums and fees $ - $183,970 $191,922
Claims payable - (143,206) (143,096)
Commission and expense allowances payable - (34,762) (34,191)
Dividends due and unpaid - (11,613) (27,777)
Payable on reinsurance assumed - (39,608) (26,507)
</TABLE>
OTHER REINSURANCE:
Certain subsidiaries enter into reinsurance agreements in the normal course of
their insurance business. Reinsurance on certain individual lives is ceded to
reduce the risk on any one life. These subsidiaries remain liable for the
reinsurance ceded, if the reinsurer fails to meet its obligations. Premiums
ceded by these subsidiaries for the years ended December 31, 1998, 1997 and
1996 in connection with reinsurance agreements totaled $30,307,000, $28,616,000
and $29,434,000, respectively. Policy reserves are recorded net of reinsurance
receivables of $974,000 and $8,434,000 at December 31, 1998 and 1997,
respectively.
NOTE 11 - RELATED PARTY TRANSACTIONS
NYLIFE and several of its subsidiaries are party to a service agreement with
New York Life, whereby New York Life provides services to NYLIFE and such
subsidiaries, including office space, legal, accounting, administrative,
personnel and other services for which NYLIFE and its subsidiaries are billed.
NYLIFE and its subsidiaries are charged for these services based upon (a)
actual costs incurred, where they are separately identifiable and (b)
allocation of costs incurred by New York Life developed through analyses of
time spent on matters relating to NYLIFE and its subsidiaries.
Investment management fees of $72,620,000, $54,017,000, and $40,864,000, were
received from New York Life and certain of its affiliates during the years
ended December 31, 1998, 1997 and 1996, respectively.
Certain subsidiaries earned premiums and fees related to health care services
provided to New York Life of approximately $9,910,000, $15,526,000, and
$14,447,000 in 1998, 1997 and 1996, respectively.
NYLACOR has an agreement with New York Life, whereby all the expenses incurred
by New York Life sales agents to market the New York Life long term care
product are paid by NYLACOR and reimbursed by New York Life. These
20
<PAGE> 449
expenses and the associated reimbursements for the years ended December 31,
1998, 1997 and 1996, totaled $2,968,000, $6,200,000, and $5,859,000,
respectively.
As a distributor of mutual funds, NYLIFE Distributors has entered into
agreements with the MainStay Funds, pursuant to Rule 12b-1 under the Investment
Act of 1940, to compensate it for the distribution expenses it incurs.
Although the plans are required to be approved annually by the Trustees of the
Funds, the management of NYLIFE Distributors believes that such annual approval
will continue indefinitely. Distribution fee income for 1998, 1997 and 1996,
was $75,376,000, $49,248,000 and $36,826,000, respectively. At December 31,
1998 and 1997 receivables from the MainStay Funds approximated $10,486,000 and
$10,153,000, respectively for distribution, services and administration fees.
NYLIFE Securities earned commission revenue of approximately $117,446,000,
$85,690,000 and $61,438,000 on transactions with affiliates during 1998, 1997
and 1996, respectively.
On July 15, 1998, the Company entered into a loan agreement with New York Life,
whereby the net proceeds from the sale of NYLCare would be retained by New York
Life until the Company declared a return of capital or paid a dividend. During
1998, the Company received interest income in connection with this loan of
$13,387,000 from New York Life. On November 30, 1998, the Company returned
capital of $276,238,000 and declared a dividend (payable on January 4, 1999) of
$373,924,000. (The Company declared a dividend under Section 510 of the New
York State Business Corporation Law, which states that a company may declare a
dividend as long as its net assets exceed its stated capital, defined as the
par value of common stock outstanding). At December 31, 1998, the amount due
from New York Life as a result of the NYLCare sale is $447,356,000.
On October 1, 1997, Capital Corp. entered into a credit agreement (amended
August 5, 1998) with New York Life, whereby Capital Corp. has agreed to make
loans to New York Life in an aggregate principal amount at any time outstanding
of up to but not exceeding $1,000,000,000. This agreement and any loans made
shall be automatically extended and renewed for additional one year periods,
unless either Capital Corp. or New York Life notifies the other to terminate
the Agreement. At December 31, 1998 and 1997, loans to New York Life were
$867,077,000 and $499,781,000, respectively. During 1998 and 1997, New York
Life made interest payments totaling $28,335,000 and $1,443,000, respectively.
Interest receivable at December 31, 1998 and 1997 totaled $3,697,000 and
$2,422,000, respectively.
As of October 27, 1997, MainStay Management began to serve as Manager to each
of the MainStay Retail Funds and, as of November 22, 1997, as Manager to each
of the Institutional Funds (collectively, the "Funds") pursuant to a Management
Agreement with the Funds. MainStay Management assumed responsibility for
oversight of the portfolio management services provided by the Sub-Advisers
(MacKay-Shields, MSA, Monitor Capital and New York Life) and for managing the
Funds' business affairs, which includes furnishing the Funds with office
facilities and providing ordinary clerical, recordkeeping and bookkeeping
services. As Manager of the Funds, MainStay Management receives a fee which
ranges between .50% and 1.00% of the average daily net assets of affiliated
funds.
21
<PAGE> 450
Management fees for 1998 and 1997 were $96,016,000 and $14,109,000,
respectively. As the Accounting Service Agent, MainStay Management receives a
separate fee which generally is less than .05% per Fund on an annual basis.
Such fees for 1998 and 1997, were $1,593,000 and $249,000, respectively.
MSSI is the transfer agent and shareholder servicing agent for The MainStay
Funds. MSSI provides shareholder services and acts as the transfer agent for
the Fund's authorized and issued shares of beneficial interest, dividend
disbursing agent and agent in connection with any accumulation, letter of
intent or similar purchase plans provided to shareholders of record to the Fund
and set out in the Prospectus and Statement of Additional Information. For
performance of transfer agent and servicing duties, the Fund agrees to pay MSSI
an annual maintenance fee for each shareholder account. Transfer agent fees
earned by the Company amounted to $23,934,000 and $9,935,000 during 1998 and
1997, respectively.
Greystone had a non-interest bearing intercompany payable of $1,538,000 at
October 31, 1997. During 1998, Greystone paid a total of $1,138,000 to New
York Life. In connection with the New York Life decision to liquidate
Greystone (see Note 5) the remaining $400,000 balance was forgiven by New York
Life and is included in net income. During 1997, NYLIFE Funding received cash
of $6,701,000 for transferring a mortgage loan (with the same statement value)
to New York Life Insurance and Annuity Corporation, a wholly-owned subsidiary
of New York Life. The cash in this transaction was used to return capital of
$6,700,000 to New York Life.
NOTE 12 - FOREIGN OPERATIONS
NYLIFE subsidiaries conduct insurance and investment management operations in
the United Kingdom, Argentina, Bermuda (sold on December 31, 1998), Hong Kong,
Japan, Korea, Indonesia and Mexico. The assets, liabilities, and net income of
these foreign operations at December 31, 1998 and 1997 and for the years then
ended are as follows (in thousands):
<TABLE>
<CAPTION>
Consolidated Subsidiaries:
--------------------------
1998 1997
---- ----
<S> <C> <C>
Assets $143,432 $151,690
Liabilities 215,962 128,442
Revenue 53,729 39,639
Net Loss (103,243) (20,225)
Non-consolidated Subsidiaries
-----------------------------
1998 1997
---- ----
Assets $10,733,053 $4,165,310
Liabilities 10,220,584 4,000,338
Revenue 802,846 371,226
Net Income (Loss) 83,631 (2,816)
</TABLE>
The cumulative translation adjustments for 1998, 1997 and 1996 are $2,451,000,
$2,438,000 and $3,850,000, respectively.
Dividend income earned by NYLUK, a wholly owned subsidiary of NYLIFE Inc., on
its investment in LAHC was $0, $5,136,000 and $3,673,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
22
<PAGE> 451
The Company, through its investment in NYLUK, became subject to sales practice
regulation and remediation in the United Kingdom with respect to the sale of
personal pension plans between April 29, 1988 and June 30, 1994.
As part of NYLUK's sale of its common stock of Windsor Life Assurance Company
to LAHC in 1994, NYLUK became party to a Warranty and Indemnity Deed
(guaranteed by NYLIFE Inc) which indemnified the outside investors against
liabilities, costs and expenses with regard to specified matters, including the
sale of personal pension plans between 1988 and 1994. In August, 1998, the
Financial Service Authority and the Personal Investment Authority issued a
joint policy statement on the next phase of the pension sales practices review
and redress program. The extension of this review and redress program will
lead to additional claims against NYLUK for the expenses incurred in connection
with the extension of this program. Based on this policy statement, NYLUK
established $91,845,000 of reserves in 1998, bringing the total reserve
established to $122,734,000. Through December 31, 1998, $15,009,000 in claims
have been paid, reducing the reserve reflected on the balance sheet to
$107,725,000.
NOTE 13 - INCOME TAXES
NYLIFE Inc. and its 80% or more owned domestic subsidiaries are members of an
affiliated group which joins in the filing of a consolidated federal income tax
return with New York Life. The consolidated income tax provision or benefit is
allocated among the members of the group in accordance with a tax allocation
agreement. The tax allocation agreement provides that each member of the group
is allocated its share of the consolidated tax provision or benefit determined
generally on a separate return basis, but may, where applicable, recognize the
tax benefits of net operating losses or capital losses utilizable in the
consolidated group. Estimated payments for taxes are made between the members
of the consolidated group during the year. State, local, and foreign tax
returns are filed separately. The income tax receivable included $2,493,000
and $5,983,000 due from New York Life as of December 31, 1998 and 1997,
respectively, pursuant to the tax allocation agreement.
The components of income tax expense (benefit) for each year are as follows (in
thousands):
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current
Federal $271,672 $(4,621) $(20,135)
State 31,391 12,471 8,973
Foreign 534 470 190
--------- --------- ---------
Total Current 303,597 8,320 (10,972)
--------- --------- ---------
Deferred
Federal (3,923) 13,230 86,686
State 3,193 379 611
Total Deferred (730) 13,609 87,297
-------- --------- --------
Total $302,867 $21,929 $76,325
======== ======= =======
</TABLE>
23
<PAGE> 452
Total income tax expense (benefit) is different from the amount computed using
the statutory federal tax rate of 35% in 1998, 1997 and 1996 for the following
reasons (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Income tax expense (benefit) at statutory rate $222,435 $5,748 $ 54,371
Tax exempt investment income and capital gains (157) (174) (216)
State and local taxes, net of federal income tax benefit 22,480 8,353 6,256
Amortization of goodwill 3,683 4,055 6,155
Net foreign taxes 534 470 183
Equity in non-consolidated affiliates (23) (186) 160
Non-deductible losses with respect to foreign operations 34,365 6,445 6,636
Undistributed earnings of subsidiaries 2,030 1,596 1,237
Issuance of additional shares by public subsidiary - - 2,689
Subsidiary loan write-off - (4,598) -
Provision to return reconciliation (48) 1,323 217
Gain on sale of NYLCare 11,860 - -
Other 5,708 (1,103) (1,363)
----------- --------- ---------
Total income tax expense (benefit) $302,867 $21,929 $76,325
======== ======= =======
</TABLE>
The net deferred tax liability at December 31, 1998 and 1997, respectively is
attributable to the following temporary differences (in thousands):
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Deferred tax asset:
Non-deductible reserves $ 9,487 $ 11,879
Net operating losses - 4,445
Deferred compensation 4,208 12,122
Investments in affiliates and partnerships 4,660 2,087
Leasehold improvements - 1,182
Deferred rent 283 2,190
Depreciation 7,708 819
Unrealized investment losses 7 84
Employee benefits - 5,418
Modified coinsurance reserves - 1,215
Accrued expenses-ESI 34,170 512
Other 2,042 1,446
-------- --------
Gross deferred tax asset 62,565 43,399
Deferred tax liability:
Deferred distribution costs (79,709) (93,965)
Unrealized appreciation of subsidiary (10,008) (9,685)
Investments in affiliates and partnerships - (98)
Depreciation (178) (1,715)
Undistributed earnings of ESI (12,322) (10,484)
Unrealized investment gains - (802)
Other (1,223) (636)
----------- ------------
Gross deferred tax liability (103,440) (117,385)
Valuation allowance
Net deferred tax liability (317) (5,033)
----------- -----------
$(41,192) $(79,019)
========= =========
</TABLE>
The valuation allowance principally relates to net operating loss limitations.
24
<PAGE> 453
NOTE 14 - COMMITMENTS AND CONTINGENCIES
LEASES:
The subsidiaries lease office space, a telephone system, and certain computer
and office equipment under agreements with various expiration dates. The
leases contain provisions for payment of real estate taxes, building
maintenance, electricity and other escalations.
Future minimum lease payments under noncancelable operating leases with
original or remaining lease terms in excess of one year at December 31, 1998,
are as follows (in thousands):
<TABLE>
<CAPTION>
Operating Leases
----------------
<S> <C>
1999 $11,596
2000 12,388
2001 12,241
2002 11,661
2003 11,021
2004 & thereafter 67,497
--------
Total 126,404
--------
Less future sublease rental receipts 11,331
--------
Total $115,073
========
</TABLE>
Assets recorded under capital leases and the related accumulated depreciation
are listed below. Amortization of these assets is included in depreciation and
amortization expense (in thousands):
<TABLE>
<CAPTION>
December 31,
------------
1998 1997
---- ----
<S> <C> <C>
Assets recorded under leases $513 $14,091
Accumulated depreciation (328) (2,223)
----- -------
Total $185 $11,868
==== =======
</TABLE>
Rent expense for the years ended December 31, 1998, 1997 and 1996 was
approximately $26,978,000, $36,575,000 and $34,943,000, respectively.
Windsor Construction Company Limited, a wholly owned subsidiary of NYLUK,
entered into two contracts with Balfour Beatty Limited on January 11, 1994, for
the construction of phases II and III of NYLUK s head office development in the
United Kingdom amounting to $3,945,000 for Phase II and $4,190,000 for Phase
Ill. The contract for Phase II began on January 8, 1998, and the contract for
Phase III must begin by December 31, 1999. On January 8, 1998, Windsor
Construction Company Limited transferred its assets in course of construction
and the related contracts to Windsor Limited Life Assurance Company.
OTHER:
During 1990, NYLIFE Inc. entered into an agreement to provide a guarantee for
the benefit of the shareholders of the MainStay Equity Index Fund. The
guarantee provides that if, after ten years from date of purchase, the net
asset value, with all dividend and capital gains distributions reinvested, is
less than the original offering price, NYLIFE Inc. will reimburse the
shareholders for their loss of principal and restore the net asset value to the
original offering price, including the return of any front-end sales charge.
If shares are redeemed prior to or after the one day guarantee date, the
investor loses the benefit of the guarantee with respect to those shares.
25
<PAGE> 454
The Company and its subsidiaries are defendants in various legal actions
arising from its operations. Most of these actions seek substantial or
unspecified compensatory and punitive damages. The Company is also from time
to time involved as a party in various governmental, administrative and
investigative proceedings and inquiries. Given the uncertain nature of
litigation and regulatory inquiries, the outcome of the above and other actions
pending against the Company cannot be predicted. The Company nevertheless
believes that the ultimate outcome of all pending litigation should not have a
material adverse effect on the Company's financial position; however, it is
possible that settlements or adverse determinations in one or more actions or
other proceedings in the future could have a material adverse effect on the
Company's operating results for a given year.
NYLIFE Inc. along with NYLIFE Securities and NYLIFE Distributors have a support
agreement whereby NYLIFE Inc. has agreed to absorb any liability which may be
allocated to NYLIFE Securities and NYLIFE Distributors as a result of a lawsuit
alleging misappropriation of funds by a New York Life agent. At December 31,
1998 plaintiffs were seeking $122,500,000 in compensatory and punitive damages.
At this time, neither the probability of loss nor the amount of the plaintiffs
recovery, if any, can be estimated.
Additionally, certain subsidiaries are subject to minimum net worth
restrictions pursuant to regulatory requirements and the terms of limited
partnership and debt agreements. At December 31, 1998 and 1997, the net worth
of these subsidiaries exceeded the related requirements.
For the year ended December 31, 1998, approximately 56% of ESI s pharmaceutical
purchases were through one wholesaler. ESI believes that other alternative
sources are readily available.
NYLIFE Inc. has a support agreement to provide additional capital to SFD
Holding, which has a net capital deficiency as a result of accumulated losses,
as needed to allow SFD Holding to fund its liabilities in an orderly fashion.
NOTE 15 - EMPLOYEE BENEFIT PLANS
LONG TERM PERFORMANCE PLAN:
MacKay-Shields adopted Long-Term Performance Plans ("the Plans") in 1988 and
1995. These Plans associated with the grant awards are calculated based upon
the attainment of specific goals as set forth in each Plan.
Payments under the 1988 Plan commenced in 1996 and extend through 2000. In
accordance with the provisions of the 1988 Plan, participants are also entitled
to income on the unpaid amount of their award. For certain individuals, a
portion of this amount may be adjusted based upon the investment performance of
certain registered investment companies managed by MacKay-Shields. In 1998,
1997 and 1996, respectively, MacKay-Shields recorded dividend and interest
income in the amount of $332,000, $1,018,000 and $1,678,000 on the cash and
investments segregated to fund the Plan obligation.
Awards under the 1995 Plan are based on cumulative growth during the 1995 to
1997 time period, and are payable commencing in 1999 and extending through
2001. An accrual of $3,903,000 was recorded as a liability based on results
for the three year period 1995 to 1997. The Plans are long-term in nature and
require participants to enter into multi-year employment contracts.
26
<PAGE> 455
EMPLOYEE STOCK PURCHASE PLAN:
In December, 1998, ESI's Board of Directors approved an employee stock purchase
plan, effective March 1, 1999, that qualifies under Section 423 of the Internal
Revenue Code and permits all employees, excluding certain management level
employees, to purchase shares of ESI's Class A Common Stock. Participating
employees may elect to contribute up to 10% of their salary to purchase common
stock at the end of each six month participation period at a purchase price
equal to 85% of the fair market value of the common stock at the end of the
participation period. Class A Common Stock reserved for future employee
purchases under the plan was 250,000 shares at December 31, 1998.
DEFERRED COMPENSATION PLAN:
In December, 1998, the Compensation Committee of ESI's Board of Directors
approved a non-qualified deferred compensation plan (the "Executive Deferred
Compensation Plan"), effective January 1, 1999, that provides benefits payable
to eligible key employees at retirement, termination or death. Benefit
payments are funded by a combination of contributions from participants and
ESI. Participants become fully vested in ESI contributions on the third
anniversary of the end of the plan year for which the contribution is credited
to their account. For 1999, the annual ESI contribution will be equal to 6% of
each participant's total annual compensation, with 25% being invested in ESI's
Class A common stock and the remaining being allocated to a variety of
investment options. As a result of the implementation, ESI accrued as
compensation expense $797,000 in 1998 as a past service contribution which is
equal to 8% of each participant's total annual cash compensation for the period
of the participant's past service with ESI in a senior executive capacity.
OTHER:
Certain subsidiaries sponsor defined contribution retirement, 401(k) and profit
sharing plans for employees. Contributions to these plans during 1998, 1997 and
1996, totaled $6,103,000, $9,294,000 and $9,011,000, respectively.
NOTE 16 - ACCOUNTING FOR STOCK-BASED COMPENSATION
NON EMPLOYEE AGREEMENTS:
On December 31, 1995, ESI entered into a ten-year corporate alliance with
Premier Purchasing Partners, L.P. (American Healthcare Systems Purchasing
Partners, L.P., the "Partnership"), an affiliate of Premier, Inc. ("Premier").
Under the terms of the transaction, ESI is Premier's preferred vendor of
pharmacy benefit management services to Premier's shareholder systems and their
managed care affiliates and will issue shares of its Class A Common Stock as an
administrative fee to the Partnership based on the attainment of certain
benchmarks, principally related to the number of members receiving ESI pharmacy
benefit management services under the arrangement, and to the achievement of
certain joint purchasing goals. In accordance with the terms of the agreement,
ESI issued 454,546 shares of Class A Stock to Premier in May 1996, and may be
required to issue up to an additional 4,500,000 shares to the Partnership over
a period up to the first five years of the agreement if the Partnership exceeds
all benchmarks. The shares issued were valued at $11,250,000 and are being
amortized over the then remaining term of the agreement. Amortization expense
amounted to $1,164,000, $1,164,000 and $776,000 in 1998, 1997 and 1996,
respectively. Except for certain exemptions from registration under the
Securities Act of 1933, as amended (the "1933 Act"), any shares issued to the
Partnership cannot be traded until they have been registered under the 1933 Act
and any applicable state securities laws. No stock was issued in 1998 and
1997.
27
<PAGE> 456
EMPLOYEE STOCK-OPTIONS:
ESI accounts for employee stock options in accordance with Accounting
Principles Board No. 25 (APB 25), "Accounting for Stock Issued to Employees."
Under APB 25, ESI applies the intrinsic value method of accounting and,
therefore, does not recognize compensation expense for options granted, because
options are only granted at a price equal to market value at the time of grant.
SFAS 123 prescribes the recognition of compensation expense based on the fair
value of options determined on the grant date. However, SFAS 123 grants an
exception that allows companies currently applying APB 25 to continue using
that method. ESI has, therefore, elected to continue applying the intrinsic
value method under APB 25.
NOTE 17 - SUBSEQUENT EVENTS
ESI
On February 9, 1999, ESI announced that it had executed a definitive agreement
to purchase Diversified Pharmaceuticals Services, Inc. (DPS), a wholly-owned
subsidiary of SmithKline Beecham Plc. Under the terms of the agreement, ESI
will pay cash in the amount of $700,000,000 for the stock of DPS. ESI expects
to finance the purchase through a $1,100,000,000 bank credit facility
consisting of an $800,000,000 term facility and a $300,000,000 revolving credit
facility. In addition, ESI has secured bridge financing in the amount of
$150,000,000 to facilitate closing. The loan proceeds will be used towards the
$700,000,000 purchase price and acquisition related costs, and will also be
used to refinance ESI's existing $360,000,000 bank credit facility (see Note 5)
and provide for working capital needs, if any. ESI expects to issue
$350,000,000 in Class A Common Stock through an offering. Net proceeds from
the offering will be used to retire the $150,000,000 bridge facility and a
portion of the $800,000,000 term facility. The acquisition will be accounted
for under the purchase method of accounting and is subject to customary closing
conditions including required governmental approvals and consummation and
funding of the bank credit facility. ESI anticipates the transaction will
close in the second quarter of 1999.
Should the transaction close and ESI refinance its existing $360,000,000 bank
credit facility, the remaining unamortized deferred financing fees will be
expensed and no material gain or loss for early extinguishment of debt is
anticipated. ESI anticipates maintaining its existing interest rate swap in
place to hedge the future variable interest rate payments on $360,000,000 of
the new $1,100,000,000 bank credit facility.
SFD HOLDING
On February 16, 1999, SAMCO distributed $2,103,000 to the Series C Noteholders,
reducing the outstanding principal amount of the Series C Notes to $18,965,000.
On March 19, 1999, SAMCO obtained a release of the lien on the Security
Agreement as required by Section 7.1(b) of the Indenture and was therefore
relieved of its obligations under the Series C Notes, the Indenture and the
Security Agreement.
28
<PAGE> 457
THE MAINSTAY FUNDS
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
a. (1) Amended and Restated Declaration of Trust dated August 30,
1991 -- Previously filed as Exhibit 1(a) to Post-Effective
Amendment No. 13*
(2) Fifth Amended and Restated Establishment and Designation of
Series of Shares of Beneficial Interest, Par Value $.01 Per
Share dated October 26, 1992 -- Previously filed as Exhibit 1
(b) to Post-Effective Amendment No. 16*
(3) Establishment and Designation of Additional Series of Shares
of Beneficial Interest, Par Value $.01 Per Share -- Previously
filed as Exhibit 1(b) to Post-Effective Amendment No. 11*
(4) Form of Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(b) to Post-Effective Amendment
No. 23*
(5) Form of Declaration of Trust as Amended and Restated December
31, 1994 -- Previously filed as Exhibit 1(e) to Post-Effective
Amendment No. 27*
(6) Form of Establishment and Designation of Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(e) to Post-Effective Amendment
No. 28*
(7) Form of Establishment and Designation of an Additional Series
of Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(g) to Post-Effective Amendment
No. 35*
(8) Establishment and Designation of an Additional Series of
Shares of Beneficial Interest, Par Value $.01 Per Share --
Previously filed as Exhibit 1(h) to Post-Effective Amendment
No. 38*
(9) Establishment and Designation of Additional Series of Shares
of Beneficial Interest, Par Value $.01 Per Share --Previously
filed as Exhibit 1(i) to Post--Effective Amendment No. 47*
(10) Establishment and Designations of Class of Shares of
Beneficial Interest, Par Value $0.01 Per Share***
(11) Establishment and Designations of Additional Series of Shares
of Beneficial Interest, Par Value $0.01 Per Share***
C-4
<PAGE> 458
b. (1) Amended and Restated By-laws dated August 30, 1991 --
Previously filed as Exhibit 2 to Post-Effective Amendment No.
13*
(2) Amended and Restated By-Laws dated December 31, 1994 --
Previously filed as Exhibit 2(b) to Post-Effective Amendment
No. 32*
c. See the Declaration of Trust, as amended and supplemented from
time to time (Exhibit 23(a)(1)-(11)) and the Amended and
Restated By-Laws dated December 31, 1994 (Exhibit 23(b)(2)).
d. (1)(a) Revised Form of Investment Advisory Agreement -- Capital
Appreciation Fund -- Previously filed as Exhibit 5(a)(1)
to Pre-Effective Amendment No. 2*
(b) Revised Form of Investment Advisory Agreement -- Value
Fund -- Previously filed as Exhibit 5(a)(2) to
Pre-Effective Amendment No. 2*
(C) Revised Form of Investment Advisory Agreement --
Convertible Fund -- Previously filed as Exhibit 5(a)(3) to
Pre-Effective Amendment No. 2*
(d) Revised Form of Investment Advisory Agreement -- High
Yield Corporate Bond Fund -- Previously filed as Exhibit
5(a)(4) to Pre-Effective Amendment No. 2*
(e) Revised Form of Investment Advisory Agreement --
Government Fund -- Previously filed as Exhibit 5(a)(5) to
Pre-Effective Amendment No. 2*
(f) Revised Form of Investment Advisory Agreement -- Money
Market Fund -- Previously filed as Exhibit 5(a)(6) to
Pre-Effective Amendment No. 2*
(g) Form of Investment Advisory Agreement -- Tax Free Bond
Fund -- Previously filed as Exhibit 5(a)(7) to
Post-Effective Amendment No. 2*
(h) Revised Form of Investment Advisory Agreement -- Total
Return Fund -- Previously filed as Exhibit 5(a)(9) to
Post-Effective Amendment No. 4*
(i) Form of Investment Advisory Agreement -- Equity Index
Fund -- Previously filed as Exhibit 5(a) to Post-Effective
Amendment No. 7*
C-5
<PAGE> 459
(j) Form of Investment Advisory Agreement -- California
Tax Free Fund and New York Tax Free Fund --
Previously filed as Exhibit 5(a) to Post-Effective
Amendment No. 11*
(k) Form of Investment Advisory Agreement --
International Equity Fund and International Bond
Fund -- Previously filed as Exhibit 5 to
Post-Effective Amendment No. 23*
(l) Form of Investment Advisory Agreement--Strategic
Income Fund -- Previously filed as Exhibit 5(a)(12)
to Post-Effective Amendment No. 35*
(m) Form of Management Agreement -- Strategic Value Fund
-- Previously filed as Exhibit 5(a)(13) to Post
Effective Amendment No. 38*
(n) Management Agreement***
(2)(a) Form of Sub-Advisory Agreement -- Strategic Value
Fund -- Previously filed as Exhibit 5(b)(1) to
Post-Effective Amendment No. 38*
(b) Form of Composite Sub-Advisory Agreement
--Previously filed as Exhibit 5(b)(2) to
Post-Effective Amendment No. 42*
(c) Sub-Advisory Agreement - Blue Chip Growth Fund***
(d) Sub-Advisory Agreement - Growth Opportunities
Fund***
(e) Sub-Advisory Agreement - Research Value Fund***
(f) Sub-Advisory Agreement - Small Cap Value Fund***
(g) Sub-Advisory Agreement - Equity Index Fund***
(h) Sub-Advisory Agreement - MacKay-Shields
Financial Service Corporation***
(i) Form of Sub-Advisory Agreement - MAP Equity Fund***
e. (1)(a) Form of Distribution Agreement -- Previously filed
as Exhibit 6(a) to Post-Effective Amendment No. 22*
(b) Distribution Agreement**
(2)(a) Form of Soliciting Dealer Agreement -- Previously
filed as Exhibit 6(b) to Pre-Effective Amendment
No. 1*
(b) Soliciting Dealer Agreement**
C-6
<PAGE> 460
f. Inapplicable
g. (1) Custodian Contract with State Street Bank and Trust
Company -- Previously filed as Exhibit 8(a) to
Pre-Effective Amendment No. 1*
(2) Fee schedule for Exhibit 8(a) -- Previously filed as
Exhibit 8(b) to Pre-Effective Amendment No. 2*
(3) Custodian Contract with The Bank of New York --
Previously filed as Exhibit 8(a) to Post-Effective
Amendment No. 7*
(4) Amendment to Custodian Contract with State Street Bank
and Trust Company**
h. (1)(a) Form of Transfer Agency Agreement -- Previously filed as
Exhibit 9(a)(1) to Post-Effective Amendment No. 37*
(b) Form of Subtransfer Agency Agreement -- Previously filed
as Exhibit 9(a)(2) to Post-Effective Amendment No. 37*
(c) Transfer Agency Agreement***
(d) Sub-Transfer Agency Agreement***
(2)(a) Form of Administration Agreement -- Equity Index Fund --
Previously filed as Exhibit 9(b) to Post Effective
Amendment No. 20*
(b) Form of Administration Agreement -- California Tax Free
Fund and New York Tax Free Fund -- Previously filed as
Exhibit 9(b) to Post-Effective Amendment No. 21*
(c) Form of Composite Administration Agreement -- Capital
Appreciation Fund, Value Fund, Convertible Fund, Total
Return Fund, High Yield Corporate Bond Fund, Government
Fund and Tax Free Bond Fund --Previously filed as Exhibit
9(b) to Post-Effective Amendment No. 22*
(d) Form of Administration Agreement -- International Equity
Fund and International Bond Fund -- Previously filed as
Exhibit 9(b) to Post-Effective Amendment No. 23*
(e) Form of Administration Agreement -- Strategic Income Fund
-- Previously filed as Exhibit 9(b)(5) to Post-Effective
Amendment No. 35*
(3) Form of Fund Accounting Service Agreement -- Previously
filed as Exhibit 9(11) to Post-Effective Amendment No. 6*
C-7
<PAGE> 461
(4) Form of Guaranty Agreement -- Equity Index Fund --
Previously filed as Exhibit 9(c) to Post-Effective
Amendment No. 7*
(5) Form of Services Agreement between The MainStay Funds and
NYLIFE Distributors Inc. -- Previously filed as Exhibit
9(b) to Post-Effective Amendment No. 25*
(6) Form of Service Agreement -- Previously filed as Exhibit
9(g) to Post-Effective Amendment No. 33*
(7) Form of Service Agreement with New York Life Benefit
Services, Inc. -- Previously filed as Exhibit 9(g) to
Post-Effective Amendment No. 37*
(8) Fund Accounting Agreement***
i. Opinion and consent of counsel - Previously filed as
Exhibit 10 to Post-Effective Amendment No. 45 (accession
number 0000950130-98-002195)*
j. Consent of independent accountants***
k. Not Applicable.
l. Investment representation letter relating to initial
capital -- Previously filed as Exhibit 13 to
Pre-Effective Amendment No. 1*
m. (1)(a) Form of Composite Plan of Distribution pursuant to Rule
12b-1 (Class A shares) as approved October 30, 1995 --
Capital Appreciation Fund, Value Fund, Convertible Fund,
Total Return Fund, High Yield Corporate Bond Fund,
Government Fund and Tax Free Bond Fund -- Previously filed
as Exhibit 15(a)(1) to Post-Effective Amendment No. 32*
(b) Form of Composite Plan of Distribution pursuant to Rule
12b-1 (Class B Shares) as approved October 30, 1995 --
Capital Appreciation Fund, Value Fund, Convertible Fund,
Global Fund, Total Return Fund, Natural Resources/Gold
Fund, High Yield Corporate Bond Fund, Government Fund and
Tax Free Bond Fund -- Previously filed as Exhibit 15(a)(2)
to Post-Effective Amendment No. 32*
(c) Form of Plan of Distribution pursuant to Rule 12b-1
(Class A Shares) as approved October 30, 1995 --
International Equity Fund and International Bond
C-8
<PAGE> 462
Fund -- Previously filed as Exhibit 15(a)(3) to
Post-Effective Amendment No. 33*
(d) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
B Shares) as approved October 30, 1995 -- International
Equity Fund and International Bond Fund -- Previously filed
as Exhibit 15(a)(4) to Post-Effective Amendment No. 33*
(e) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
A Shares) as approved October 30, 1995 -- California Tax
Free Fund, New York Tax Free Fund and Equity Index Fund --
Previously filed as Exhibit 15(a)(5) to Post-Effective
Amendment No. 33*
(f) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
B Shares) as approved October 30, 1995 -- California Tax
Free Fund and New York Tax Free Fund -- Previously filed as
Exhibit 15(a)(6) to Post-Effective Amendment No. 33*
(g) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
A Shares) -- MainStay Strategic Income Fund -- Previously
filed as Exhibit 15(a)(7) to Post-Effective Amendment No.
34*
(h) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
B Shares) -- MainStay Strategic Income Fund -- Previously
filed as Exhibit 15(a)(8) to Post-Effective Amendment No.
34*
(i) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
A shares) -- MainStay Strategic Value Fund -- Previously
filed as Exhibit 15(a)(9) to Post-Effective Amendment No.
38*
(j) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
B shares) -- MainStay Strategic Value Fund -- Previously
filed as Exhibit 15(a)(10) to Post-Effective Amendment No.
38*
(k) Form of Composite Plan of Distribution pursuant to Rule
12b-1 as approved October 24, 1997 - Previously filed as
Exhibit 15(a)(11) to Post-Effective Amendment No. 42*
(l) Form of Plan of Distribution pursuant to Rule 12b-1 (Class
C shares) - previously filed as Exhibit 15(a)(12) to
post-effective Amendment No. 47*
(m) Plan of Distribution pursuant to Rule 12b-1 (Class A
shares)***
(n) Plan of Distribution pursuant to Rule 12b-1 (Class B
shares)***
C-9
<PAGE> 463
(o) Plan of Distribution pursuant to Rule 12b-1 (Class C
shares)***
n. Financial Data Schedules***
o. (1) Form of Multiple Class Plan Pursuant to Rule 18f-3 -- Previously
filed as Exhibit 18 to Post-Effective Amendment No. 30*
(2) Multiple Class Plan Pursuant to Rule 18f-3**
* Incorporated herein by reference
** To be filed by amendment.
*** Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
The following chart indicates the persons controlled by New York
Life:
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Percent of Voting Securities
- ---- ---------------------------- ----------------------------
Owned
-----
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Eagle Strategies Corporation Arizona 100%
- -----------------------------------------------------------------------------------------------------------------------
Greystone Realty Corporation Delaware
which owns 100% of the shares of
Greystone Realty Management, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------
NYLIFE Administration Corp. Texas 100%
- -----------------------------------------------------------------------------------------------------------------------
MacKay-Shields Financial Corporation Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------
MSC Holding, Inc. (formerly Magnus Software Georgia 85.43%
Corporation, Inc.)
- -----------------------------------------------------------------------------------------------------------------------
Madison Square Advisors, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------
MainStay Institutional Funds Inc. Maryland ***
- -----------------------------------------------------------------------------------------------------------------------
MainStay Management, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------
MainStay Shareholder Services, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
C-10
<PAGE> 464
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Percent of Voting Securities
- ---- ---------------------------- ----------------------------
Owned
-----
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Monitor Capital Advisors, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE SFD Holding, Inc. Delaware 100%
which owns 83.33% of NYLIFE
Structured Asset Management Company Ltd. Texas
- -----------------------------------------------------------------------------------------------------------------------------
New York Life Capital Corporation Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------------
New York Life Insurance and Annuity Corporation Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------------
New York Life International Investment Inc. Delaware
which owns 100% of the shares of:
Monetary Research Ltd. Bermuda
and 100% of the shares of:
NYL Management Limited United Kingdom 100%
- -----------------------------------------------------------------------------------------------------------------------------
MainStay VP Series Fund, Inc. Maryland *
- -----------------------------------------------------------------------------------------------------------------------------
New York Life International, Inc. (formerly New York Delaware 100%
Life Worldwide Holding Inc.), which owns 100% of the
shares of:
- -----------------------------------------------------------------------------------------------------------------------------
New York Life Worldwide Capital, Inc. Delaware
New York Life Worldwide Development, Inc. Delaware
- -----------------------------------------------------------------------------------------------------------------------------
New York Life Worldwide (Bermuda) Ltd. Bermuda
New York Life International Holding Ltd. Mauritius
- -----------------------------------------------------------------------------------------------------------------------------
New York Life Insurance Worldwide Ltd. Bermuda
- -----------------------------------------------------------------------------------------------------------------------------
New York Life (U.K.) Ltd.,
which owns 100% of the shares of: England 100%
- -----------------------------------------------------------------------------------------------------------------------------
Windsor Construction Company Limited England
and 33.3% of
- -----------------------------------------------------------------------------------------------------------------------------
Japan Gamma Asset Management Limited Japan
and 31.5% of the shares of:
- -----------------------------------------------------------------------------------------------------------------------------
Life Assurance Holding Corporation Limited, Japan
which owns 100% of the shares of:
Windsor Life Assurance Company Limited
and which owns 51% of the shares of:
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-11
<PAGE> 465
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Percent of Voting Securities
- ---- ---------------------------- ----------------------------
Owned
-----
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
KOHAP New York Life Insurance Ltd.
and which owns 50.2% of the shares of: South Korea
- -------------------------------------------------------------------------------------------------------------------------------
P.T. Asuransi Jiwa Sewur - New York
and which owns 49% of the shares of:
GEO New York Life, S.A. Indonesia
- -------------------------------------------------------------------------------------------------------------------------------
NYLIFE Depositary Corporation which owns 16.67% of Delaware 100%
NYLIFE Structured Asset Management Company Ltd. Texas
- -------------------------------------------------------------------------------------------------------------------------------
New York Life Benefit Services, Inc. which owns 100% Massachusetts 100%
of ADQ Insurance Agency Inc. Massachusetts
- -------------------------------------------------------------------------------------------------------------------------------
New York Life Trust Company New York 100%
- -------------------------------------------------------------------------------------------------------------------------------
NYLIFE Distributors Inc. Delaware 100%
- -------------------------------------------------------------------------------------------------------------------------------
NYLIFE HealthCare Management Inc., which owns Delaware
54.3% of total combined stock and 89.6% of the voting
rights of:
- -------------------------------------------------------------------------------------------------------------------------------
Express Scripts, Inc., which owns 100% of the shares Delaware
of:
- -------------------------------------------------------------------------------------------------------------------------------
Great Plains Reinsurance Company Canada
- -------------------------------------------------------------------------------------------------------------------------------
Practice Pattern Science, Inc.
ESI Canada Holdings, Inc., Canada
which owns 100% of the shares of:
- -------------------------------------------------------------------------------------------------------------------------------
ESI Canada, Inc. Canada
- -------------------------------------------------------------------------------------------------------------------------------
IVTx of Houston, Inc. Texas
- -------------------------------------------------------------------------------------------------------------------------------
IVTx of Dallas, Inc. Texas
- -------------------------------------------------------------------------------------------------------------------------------
PhyNet, Inc. Delaware
- -------------------------------------------------------------------------------------------------------------------------------
Express Scripts Vision Corporation Delaware
- -------------------------------------------------------------------------------------------------------------------------------
Avanti Corporate Health Systems Inc.
which owns 100% of the shares of: Delaware 100%
- -------------------------------------------------------------------------------------------------------------------------------
Avanti of the District, Inc. Maryland
- -------------------------------------------------------------------------------------------------------------------------------
Avanti of New Jersey, Inc. New Jersey
and owns 80% of the shares of:
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-12
<PAGE> 466
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Percent of Voting Securities
- ---- ---------------------------- ----------------------------
Owned
-----
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Physicians Health Services Foundation, Inc. Maryland
- -----------------------------------------------------------------------------------------------------------------------------
Prime Provider Corp., which owns 100% of the shares New York 100%
of:
Prime Provider Corp. of Texas Texas
- -----------------------------------------------------------------------------------------------------------------------------
WellPath of Arizona Reinsurance Company Arizona 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLCare NC Holdings, Inc. Delaware 100%
which owns 50% of the shares of :
WellPath Community Health Plan Holdings, L.L.C. North Carolina
which owns 100% of:
WPCHP Holdings, Inc. Delaware
and 99% of:
WellPath Preferred Services, L.L.C. and North Carolina
WellPath Select Holdings, L.L.C. North Carolina
which owns 100% of:
WellPath Select, Inc. North Carolina
WellPath of Carolina, Inc. North Carolina
- -----------------------------------------------------------------------------------------------------------------------------
ETHIX Southeast, Inc. North Carolina 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE Inc. New York 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE Insurance Company of Arizona Arizona 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE Refinery, Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE Securities Inc. New York 100%
- -----------------------------------------------------------------------------------------------------------------------------
NYLINK Insurance Agency Incorporated Delaware 100%
which owns 100% of the shares of:
- -----------------------------------------------------------------------------------------------------------------------------
NYLINK Insurance Agency of Alabama, Alabama
Incorporated
- -----------------------------------------------------------------------------------------------------------------------------
NYLINK Insurance Agency of New Mexico, New Mexico
Incorporated
- -----------------------------------------------------------------------------------------------------------------------------
NYLINK Insurance Agency of Hawaii, Incorporated Hawaii
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
C-13
<PAGE> 467
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Percent of Voting Securities
- ---- ---------------------------- ----------------------------
Owned
-----
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NYLINK Insurance Agency of Massachusetts, Massachusetts
Incorporated
- -----------------------------------------------------------------------------------------------------------------------------
and 50% of the shares of 0%
NYLIFE Insurance Agency of Ohio, Incorporated
- -----------------------------------------------------------------------------------------------------------------------------
NYLIFE International 100%
Investment Asia Ltd.
- -----------------------------------------------------------------------------------------------------------------------------
NYLTEMPS Inc. Delaware 100%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
+ By including the indicated corporations in this list, New York Life is
not stating or admitting that said corporations are under its actual
control; rather, these corporations are listed here to ensure full
compliance with the requirements of this Form N-1A.
* New York Life serves as investment adviser to these entities, the shares
of which are held of record by separate accounts of New York Life (for
the New York Life Fund, Inc.) and NYLIAC (for the MainStay VP Series
Fund, Inc.). New York Life disclaims any beneficial ownership and control
of these entities.
** New York Life Foundation does not issue voting securities.
*** New York Life Insurance Company, MacKay-Shields Financial Corporation and
Monitor Capital Advisors, Inc. serve as sub-advisers to this entity.
ITEM 25. INDEMNIFICATION
New York Life Insurance Company maintains Directors & Officers Liability
insurance coverage totaling $100 million. The coverage limit applies each year
and has been extended to cover Directors, Trustees and Officers of the Trust,
and subsidiaries and certain affiliates of New York Life. Subject to the
policies' terms, conditions, deductible and retentions, Directors, Officers and
Trustees are covered for claims, including related expenses, made against them
while acting in their capacities as such. The primary policy in the amount of
$25 million is issued by National Union Fire Insurance Company of Pittsburgh,
PA, and the excess policies in the amount at $75 million are issued by various
insurance companies. The issuing insurance companies may be changed from time to
time and
C-14
<PAGE> 468
there is no assurance that any or all of the current coverage will be
maintained by New York Life.
Article IV of Registrant's Declaration of Trust states as follows:
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph b)
below:
(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust, or by one or more Series thereof
if the claim arises from his or her conduct with respect to only such
Series to the fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in which he becomes involved
as a party or otherwise by virtue of his being or having been a Trustee
or officer and against amounts paid or incurred by him in the settlement
thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal, or
other, including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust or a Series thereof or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or a Series
thereof;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or (b)(ii)
resulting in a payment by a Trustee or officer, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(A) by the court or other body approving the settlement or other
disposition; or
C-15
<PAGE> 469
(B) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a majority of
the Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors, administrators
and assigns of such a person. Nothing contained herein shall affect any rights
to indemnification to which personnel of the Trust other than Trustees and
officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any
claim, action, suit, or proceedings of the character described in paragraph (a)
of this Section 4.3 shall be advanced by the Trust or a Series thereof to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient, to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by surety bond or some other
appropriate security provided by the recipient, or the Trust or a
Series thereof shall be insured against losses arising out of any
such advances; or
(ii) a majority of the Non-interested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees acts
on the matter) or an independent legal counsel in a written opinion
shall determine, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who
is not (i) an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or order of
the Commission), or (ii) involved in the claim, action, suit or proceeding.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
C-16
<PAGE> 470
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 26. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER
The business of MainStay Management, Inc., New York Life Insurance
Company, GAMCO Investors, Inc., John A. Levin & Co., Inc., Dalton, Greiner,
Hartman, Maher & Co., MacKay-Shields Financial Corporation and Monitor Capital
Advisors, Inc. is summarized under "Know with Whom You're Investing" in the
Prospectus constituting Part A of this Registration Statement, which summary is
incorporated herein by reference.
The business or other connections of each director and officer of MainStay
Management, Inc. is currently listed in the investment adviser registration on
Form ADV for MainStay Management, Inc. (File No. 801-54912) and is hereby
incorporated herein by reference.
The business or other connections of each director and officer of
MacKay-Shields Financial Corporation is currently listed in the investment
adviser registration on Form ADV for MacKay-Shields Financial Corporation (File
No. 801-5594) and is hereby incorporated herein by reference.
The business or other connections of each director and officer of Monitor
Capital Advisors, Inc. is currently listed in the investment adviser
registration on Form ADV for Monitor Capital Advisors, Inc. (File No. 801-34412)
and is hereby incorporated herein by reference.
The business or other connections of each director and officer of New York
Life Insurance Company is currently listed in the investment adviser
registration on Form ADV for New York Life Insurance Company (File No.
801-19525) and is hereby incorporated herein by reference.
The business or other connections of each director and officer of GAMCO
Investors, Inc. is currently listed in the investment adviser registration on
Form ADV for GAMCO Investors, Inc. (File No. 801-14132) and is hereby
incorporated herein by reference.
The business or other connections of each director and officer of John A.
Levin & Co., Inc. is currently listed in the investment adviser registration on
Form ADV for John A Levin & Co., Inc. (File No. 801-52602) and is hereby
incorporated herein by reference.
The business or other connections of each director and officer of Dalton,
Greiner, Hartman, Maher & Co. is currently listed in the investment adviser
registration on Form ADV for Dalton, Greiner, Hartman, Maher & Co. (File No.
801-36175) and is hereby incorporated here in by reference.
The business and other connections of each director and officer of
Markston International, LLC is currently listed in the investment adviser
registration on Form ADV for Markston International, LLC (File No. 801-56141)
and is hereby incorporated by reference.
C-17
<PAGE> 471
ITEM 27. PRINCIPAL UNDERWRITERS
(a) None.
(b)
<TABLE>
<CAPTION>
(3)
(1) (2) Positions and
Name and Principal Position and Office with Offices with
Business Address NYLIFE Distributors Inc. Registrant
- ------------------ ------------------------ -------------
<S> <C> <C>
Davidson, Sheila(2) Chief Compliance Officer None
Boyce, Jefferson C.(2) Director Senior Vice President
Brady, Robert E.(1) Director and Vice President None
Boccio, Frank M.(2) Director None
Rock, Robert D.(2) Director None
Gallo, Michael G.(2) Director None
Hildebrand, Phillip J.(2) Director None
Roussin, Stephen C.(3) Director and Senior Vice President President and Chief
Gordon, Mark (3) President None
Polis, Anthony W.(3) Vice President and Chief Financial Officer Chief Financial Officer
Calhoun, Jay S.(2) Vice President and Treasurer None
Warga, Thomas J.(2) Senior Vice President and General Auditor None
Livornese, Linda M.(2) Vice President None
Murray, Thomas J.(2) Corporate Vice President None
Zuccaro, Richard W.(2) Tax Vice President Tax Vice President
Krystel, David J.(2) Vice President None
O'Byrne, John H.(2) Vice President None
Adasse, Louis H.(2) Corporate Vice President None
Daoust, George R.(3) Assistant Vice President None
Arizmendi, Arphiela(3) Assistant Vice President Assistant Treasurer
Cirillo, Antoinette B.(3) Assistant Vice President Assistant Treasurer
Lorito, Geraldine(3) Assistant Vice President Assistant Treasurer
Gomez, Mark A.(2) Secretary None
Jamison, Ronald M.(2) Assistant Secretary None
Whittaker, Lori S.(2) Assistant Secretary None
</TABLE>
C-18
<PAGE> 472
(1) 260 Cherry Hill Road, Parsippany, NJ 07054
(2) 51 Madison Avenue, New York, NY 10010
(3) Morris Corporate Center I, Building A, 300 Interpace Parkway, Parsippany,
NJ 07054
(c) Inapplicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Certain accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained at the offices of the Registrant, the Manager and
NYLIFE Distributors Inc., Morris Corporate Center I, Building A, 300 Interpace
Parkway, Parsippany, NJ 07054, at MacKay-Shields Financial Corporation, 9 West
57th Street, New York, NY 10019; Monitor Capital Advisors, Inc., 504 Carnegie
Center, Princeton, New Jersey 08540; New York Life Insurance Company, 51 Madison
Avenue, New York, NY 10010; GAMCO Investors, Inc., One Corporate Center, Rye, NY
10580; John A. Levin & Co., Inc., One Rockefeller Plaza, 25th Floor, New York,
NY 10020; Dalton, Greiner, Hartman, Maher & Co., 1100 Fifth Ave. South, Suite
301, Naples, FL 34102; and Markston International, LLC, 1 North Lexington
Avenue, White Plains, NY 10601. Records relating to the Registrant's transfer
agent are maintained by MainStay Shareholder Services Inc., 200 Cherry Hill
Road, Parsippany, NJ 07054. Records relating to the duties of the Registrant's
custodian for the Capital Appreciation Fund, Convertible Fund, High Yield
Corporate Bond Fund, Government Fund, Money Market Fund, Tax Free Fund, Total
Return Fund and Value Fund are maintained by State Street Bank and Trust
Company, 1776 Heritage Drive, Quincy, MA 02171; and records relating to
Registrant's custodian for the California Tax Free Fund, New York Tax Free Fund,
International Equity Fund, International Bond Fund, Equity Index Fund, Strategic
Income Fund and Strategic Value Fund are maintained by The Bank of New York, 110
Washington Street, New York, NY 10286.
ITEM 29. MANAGEMENT SERVICES.
Inapplicable.
ITEM 30. UNDERTAKINGS.
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
C-19
<PAGE> 473
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement under Rule
485(b) under the Securities Act and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parsippany and the State
of New Jersey, on the 30th day of April, 1999.
THE MAINSTAY FUNDS
By: /s/ Stephen C. Roussin
-----------------------------
STEPHEN C. ROUSSIN, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated on April 30, 1999.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
* Chairman and Trustee
- -------------------------
RICHARD M. KERNAN, JR.
/s/ Stephen C. Roussin President, Chief Executive
- ------------------------- Officer and Trustee
STEPHEN C. ROUSSIN
/s/ Anthony W. Polis Chief Financial Officer
- ------------------------- (Principal Financial and
ANTHONY W. POLIS Accounting Officer)
** Trustee
- -------------------------
EDWARD J. HOGAN
* Trustee
- -------------------------
HARRY G. HOHN
</TABLE>
C-20
<PAGE> 474
<TABLE>
<S> <C>
* Trustee
- -----------------------
DONALD K. ROSS
** Trustee
- -----------------------
NANCY M. KISSINGER
** Trustee
- -----------------------
TERRY L. LIERMAN
** Trustee
- -----------------------
JOHN B. McGUCKIAN
** Trustee
- -----------------------
DONALD E. NICKELSON
** Trustee
- -----------------------
RICHARD S. TRUTANIC
*** Trustee
- -----------------------
MARK GORDON
/s/ Jeffrey L. Steele
- -----------------------
JEFFREY L. STEELE
</TABLE>
C-21
<PAGE> 475
* Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
Post-Effective Amendment No. 44 on March 17, 1998.
** Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
Post-Effective Amendment No. 40 on August 28, 1997.
*** Executed by Jeffrey L. Steele pursuant to a power of attorney filed with
the Registration Statement on Form N-14 on March 25, 1999.
C-22
<PAGE> 476
EXHIBIT INDEX
EXHIBIT ITEM
Establishment and Designation of Class a(10)
Establishment and Designation of Series a(11)
Management Agreement d(1)(n)
Sub-Advisory Agreement - Blue Chip Growth Fund d(2)(c)
Sub-Advisory Agreement - Growth Opportunities Fund d(2)(d)
Sub-Advisory Agreement - Research Value Fund d(2)(e)
Sub-Advisory Agreement - Small Cap Value Fund d(2)(f)
Sub-Advisory Agreement - Equity Index Fund d(2)(g)
Sub-Advisory Agreement - MacKay-Shields Financial Corporation d(2)(h)
Form of Sub-Advisory Agreement - MAP Equity Fund d(2)(i)
Transfer Agency Agreement h(1)(c)
Sub-Transfer Agency Agreement h(1)(d)
Fund Accounting Agreement h(8)
Consent of Independent Accountants j
Plan of Distribution - Class A Shares m(1)(m)
Plan of Distribution - Class B Shares m(1)(n)
Plan of Distribution - Class C Shares m(1)(o)
Financial Data Schedules n
<PAGE> 1
Exhibit a(10)
THE MAINSTAY FUNDS
Establishment and Designation of Class
of Shares of Beneficial Interest, Par Value $0.01 Per Share
March 15, 1999
The undersigned, being a majority of the Trustees of The MainStay Funds,
a Massachusetts business trust (the "Trust"), acting pursuant to Section 5.12 of
the Declaration of Trust dated January 9, 1986 as amended December 31, 1994,
(the "Declaration of Trust"), hereby divide the authorized and unissued shares
of beneficial interest (the "Shares") of the series of the Trust designated as
the MainStay MAP Equity Fund (the "Fund") into the four classes designated below
in paragraph 1 (each a "Class" and collectively the "Classes"), which shall
include a newly established Class hereby designated as "Class I," with each
Class to have the special and relative rights specified in this Instrument:
1. The Classes shall be designated as follows:
MainStay MAP Equity Fund Class A
MainStay MAP Equity Fund Class B
MainStay MAP Equity Fund Class C
MainStay MAP Equity Fund Class I
2. Each Share shall be redeemable, and, except as provided below,
shall represent a pro rata beneficial interest in the assets attributable to
such Class of shares of the Fund, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Fund upon
liquidation of the Fund, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.
3. Upon the effective date of this Instrument:
a. Each Share of each Class of the Fund shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on
matters which such Shares (or Class of Shares) shall be entitled to
vote. Shareholders of the Fund shall vote together on any matter,
except to the extent otherwise required by the Investment Company Act
of 1940, as amended (the "1940 Act"), or when the Trustees have
determined that the matter affects only the interest of Shareholders of
one or more Classes, in which case only the Shareholders of such Class
or Classes shall be entitled to vote thereon. Any matter shall be
deemed to have been effectively acted upon with respect to the Fund if
acted upon as
<PAGE> 2
provided in Rule 18f-2 under the 1940 Act or any successor rule and in
the Declaration of Trust.
b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the
Fund may, pursuant to the Plan adopted by the Trustees under Rule 18f-3
under the 1940 Act, or such similar rule under or provision or
interpretation of the 1940 Act, be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value
attributable to, and the dividend, redemption and liquidation rights
of, the Shares of different Classes.
4. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets, liabilities and
expenses or to change the designation of any Class now or hereafter created, or
to otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.
/s/ Mark Gordon /s/ John B. McGuckian
- ----------------------- ----------------------------
Mark Gordon John B. McGuckian
/s/ Edward J. Hogan
- ----------------------- ----------------------------
Edward J. Hogan Donald E. Nickelson
/s/ Harry G. Hohn /s/ Donald K. Ross
- ----------------------- ----------------------------
Harry G. Hohn Donald K. Ross
/s/ Richard M. Kernan, Jr. /s/ Stephen C. Roussin
- ----------------------- ----------------------------
Richard M. Kernan, Jr. Stephen C. Roussin
/s/ Nancy M. Kissenger /s/ Richard S Trutanic
- ----------------------- ----------------------------
Nancy M. Kissenger Richard S. Trutanic
/s/ Terry L. Lierman
- -----------------------
Terry L. Lierman
<PAGE> 1
Exhibit a(11)
THE MAINSTAY FUNDS
Establishment and Designation
of Additional Series of Shares of Beneficial
Interest, Par Value $0.01 Per Share
March 15, 1999
RESOLVED, that the undersigned, being a majority of the Trustees of The
MainStay Funds, a Massachusetts business trust (the "Trust"), acting pursuant to
Section 5.11 of the Declaration of Trust dated January 9, 1986, as amended and
restated December 31, 1994 (the "Declaration of Trust"), hereby authorize the
establishment of one series of the Trust, by dividing the shares of beneficial
interest of the Trust into one series (the "Series"):
RESOLVED FURTHER, that the new Series shall have the following special and
relative rights:
1. The Series shall be designated "MainStay MAP Equity Fund" (the
"Fund").
2. The Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
Fund's then currently effective prospectus and registration statement
under the Securities Act of 1933. Each share of beneficial interest of the
Fund ("Share") shall be redeemable, shall be entitled to one vote (or
fraction thereof in respect of a fractional Share) on matters on which
Shares of the Fund shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated to the Fund, and shall be
entitled to receive its pro rata share of net assets of the Fund upon
liquidation of the Fund, all as provided in the Declaration of Trust. The
proceeds of sales of Shares of the Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong
to the Fund, unless otherwise required by law.
3. Shareholders of all series of the Trust, including the Fund,
shall vote as a class on any matter, except to the extent otherwise
required by the Investment Company Act of 1940 or when the Trustees have
determined that the matter affects only the interests of Shareholders of
any series, including the Fund, in which case only the Shareholders of
such series shall be entitled to vote thereon. Any matter shall be deemed
to have been effectively acted upon with respect to the Fund if acted upon
as provided in Rule 18f-2 under such Act or any successor rule and in the
Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated among
the series of the Trust, including the Fund, as set forth in Section 5.11
of the Declaration of Trust, except as described below.
(a) Costs incurred by the Trust on behalf of the Fund in
connection with the organization and initial registration and public
offering of Shares of the Fund shall be
<PAGE> 2
amortized for the Fund over the lesser of the life of the Fund or the five
year period beginning with the month that the Fund commences operations.
(b) The liabilities, expenses, costs, charges or reserves of
the Trust (other than the investment advisory fee, the administration fee,
the distribution fee, or the organizational expenses paid by the Trust)
which are not readily identifiable as belonging to any particular series
shall be allocated among the series of the Trust, including the Fund, on
the basis of their relative average daily net assets except where
allocations of direct expenses can otherwise fairly be made.
(c) The Trustees may from time to time in particular cases
make specific allocations of assets or liabilities among the series of the
Trust.
5. The Trustees (including any successor Trustees) shall have the
right as to any time and from time to time to reallocate assets and
expenses or to change the designation of any series now or hereafter
created, or to otherwise change the special and relative rights of any
such series, provided that such change shall not adversely affect the
rights of the Shareholders of such series.
/s/ Mark Gordon /s/ John B. McGuckian
- ----------------------- ----------------------------
Mark Gordon John B. McGuckian
/s/ Edward J. Hogan /s/ Donald E. Nickelson
- ----------------------- ----------------------------
Edward J. Hogan Donald E. Nickelson
/s/ Harry G. Hohn /s/ Donald K. Ross
- ----------------------- ----------------------------
Harry G. Hohn Donald K. Ross
/s/ Richard M. Kernan, Jr. /s/ Stephen C. Roussin
- ------------------------ -----------------------------
Richard M. Kernan, Jr. Stephen C. Roussin
/s/ Nancy M. Kissenger /s/ Richard S. Trutanic
- ----------------------- ----------------------------
Nancy M. Kissenger Richard S. Trutanic
/s/ Terry L. Lierman
- -----------------------
Terry L. Lierman
<PAGE> 1
Exhibit d(1)(n)
THE MAINSTAY FUNDS
MANAGEMENT AGREEMENT
Agreement, made as of the 21st day of October, 1997 between THE MAINSTAY
FUNDS, a Massachusetts business trust (the "Trust"), on behalf of its series
(each, a "Fund," and collectively, the "Funds") as set forth on Schedule A, as
amended from time to time, and MainStay Management, Inc., a Delaware corporation
(the "Manager").
W I T N E S S E T H :
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the shares of beneficial interest of the Trust (the "Shares") are
divided into separate series, each of which is established pursuant to a written
instrument executed by the Trustees of the Trust and the Trustees may from time
to time terminate such series or establish and terminate additional series; and
WHEREAS, each Fund desires to retain the Manager to render investment
advisory and related administrative services to the Fund, and the Manager is
willing to render such services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. Each Fund hereby appoints MainStay Management, Inc. to act
as manager to the Fund for the period and on the terms set forth in this
Agreement. The Manager accepts such appointment and agrees to render the
services herein described, for the compensation herein provided.
2. Duties as Manager. Subject to the supervision of the Trustees of the
Trust, the Manager shall administer each Fund's business affairs and manage the
investment operations of each Fund and the composition of the portfolio of each
Fund, including the purchase, retention and disposition of securities therein,
in accordance with the investment objectives, policies and restrictions of each
Fund, as stated in the currently effective Prospectus (as hereinafter defined)
and subject to the following understandings:
(a) The Manager shall (i) furnish each Fund with office facilities;
(ii) be responsible for the financial and accounting records required to be
maintained by each Fund (excluding those being maintained by the Fund's
Custodian, Transfer Agent and Accounting Services Agent except as to which the
Manager has supervisory functions) and other than those being maintained by the
Fund's sub-adviser, if any; and (iii) furnish each Fund with ordinary clerical,
bookkeeping and recordkeeping services at such office facilities.
<PAGE> 2
(b) The Manager shall provide supervision of each Fund's investments
and determine from time to time what investments or securities will be
purchased, retained, sold or lent by the Fund, and what portion of the Fund's
assets will be invested or held uninvested as cash.
(c) The Manager shall use its best judgment in the performance of
its duties under this Agreement.
(d) The Manager, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Declaration of Trust,
By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the
instructions and directions of the Trustees of the Trust and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
(e) The Manager, and any sub-adviser to whom such authority has been
delegated, shall determine the securities to be purchased or sold by each Fund
and will place orders pursuant to its determination with or through such
persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity
with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Trustees may direct from time to time. It is recognized that, in providing a
Fund with investment supervision or the placing of orders for portfolio
transactions, the Manager or any sub-adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Manager or any sub-adviser may consider the financial
responsibility, research and investment information and other services provided
by brokers or dealers who may effect or be a party to any such transaction or
other transactions to which other clients of the Manager or any sub-adviser may
be a party. It is understood that none of the Funds, the Trust nor the Manager
or any sub-adviser has adopted a formula for allocation of a Fund's investment
transaction business. It is also understood that it is desirable for each Fund
that the Manager or any sub-adviser have access to supplemental investment and
market research and security and economic analyses provided by certain brokers
who may execute brokerage transactions at a higher cost to a Fund than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, the Manager or any
sub-adviser is authorized to place orders for the purchase and sale of
securities for a Fund with such certain brokers, subject to review by the
Trust's Trustees from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided by such brokers
may be useful to the Manager or any sub-adviser in connection with its services
to other clients.
On occasions when the Manager or any sub-adviser deems the purchase or
sale of a security to be in the best interest of a Fund as well as other
clients, the Manager or any sub-adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate the
securities to be so sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as expenses incurred
in the transaction, will be made by the Manager or
-2-
<PAGE> 3
any sub-adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to that Fund and to such other
clients.
(f) The Manager shall maintain all books and records with respect to
each Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books
and records required to be maintained by it under the 1940 Act and the Rules
thereunder and shall render to the Trust's Trustees such periodic and special
reports as the Trustees may reasonably request.
(g) The Manager shall provide the Trust's Custodian on each business
day with information relating to the execution of all portfolio transactions
pursuant to standing instructions.
(h) With respect to any or all Series of the Trust, including the
Funds, the Manager may enter into one or more contracts ("Sub-Advisory or
Sub-Administration Contract") with a sub-adviser or sub-administrator in which
the Manager delegates to such sub-adviser or sub-administrator any or all its
duties specified in this Agreement, provided that each Sub-Advisory or
Sub-Administration Contract meets all applicable requirements of the 1940 Act
and rules thereunder.
3. Manager Personnel. The Manager shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Trustees or
officers of the Trust to serve in the capacities in which they are elected or
appointed. Services to be furnished by the Manager under this Agreement may be
furnished through the medium of any of such directors, officers, or employees.
4. Books and Records. The Manager shall keep the Funds' books and records
required to be maintained by it, pursuant to paragraph 2 hereof. The Manager
agrees that all records which it maintains for a Fund are the property of such
Fund, and it will surrender promptly to the Fund any of such records upon the
Fund's request. The Manager further agrees to preserve for the periods
prescribed by Rule 31a-2 as promulgated by the Securities and Exchange
Commission (the "Commission") under the 1940 Act any such records as are
required to be maintained by the Manager pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Manager hereunder
are not to be deemed exclusive and the Manager shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby.
6. Documents. The Trust has delivered to the Manager copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust of the Trust, filed with the Secretary of
The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as amended from time to time, is herein called the
"Declaration of Trust");
-3-
<PAGE> 4
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Trustees of the Trust authorizing
the appointment of the Manager and approving the form of this Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-lA (the "Registration Statement"), as filed with
the Commission, relating to each Fund and each Fund's Shares and all amendments
thereto;
(f) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and
(g) Each form of Prospectus and Statement of Additional Information
of the Trust (such Prospectus and Statement of Additional Information, as
currently in effect and as amended or supplemented from time to time, being
herein called collectively the "Prospectus").
7. Expenses.(a) In connection with the services rendered by the Manager
under this Agreement, the Manager will bear all of the following expenses:
(i) the salaries and expenses of all personnel of the Trust
and the Manager, except the fees and expenses of Trustees who are not interested
persons of the Manager or of the Trust; and
(ii) all expenses incurred by the Manager in connection with
managing the investment operations of each Fund and administering the ordinary
course of each Fund's business, other than those assumed by the Funds herein;
(b) Each Fund assumes and will pay its expenses, including but not
limited to those described below (where any such category applies to more than
one series of the Trust, each Fund shall be liable only for its allocable
portion of the expenses):
(i) the fees and expenses of Trustees who are not interested
persons of the Manager or of the Trust;
(ii) the fees and expenses of each Fund which relate to (A)
the custodial function and the recordkeeping connected therewith, (B) the
maintenance of the required accounting records of the Funds not being maintained
by the Manager, (C) the pricing of the Funds Shares, including the cost of any
pricing service or services which may be retained pursuant to the authorization
of the Trustees of the Trust, and (D) for both mail and wire orders, the
cashiering function in connection with the issuance and redemption of the Funds'
Shares;
-4-
<PAGE> 5
(iii) the fees and expenses of the Trust's transfer and
dividend disbursing agent, which may be the custodian, which relate to the
maintenance of each shareholder account;
(iv) the charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal and compliance
department) and independent accountants for the Trust;
(v) brokers' commissions and any issue or transfer taxes
chargeable to the Trust in connection with its securities transactions on behalf
of the Funds;
(vi) all taxes and business fees payable by the Trust or the
Funds to federal, state or other governmental agencies;
(vii) the fees of any trade association of which the Trust may
be a member;
(viii) the cost of share certificates representing Fund
Shares;
(ix) the fees and expenses involved in registering and
maintaining registrations of the Trust and of its Shares with the Commission,
registering the Trust as a broker or dealer and qualifying its Shares under
state securities laws, including the preparation and printing of the Trust's
registration statements and prospectuses for filing under federal and state
securities laws for such purposes;
(x) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing reports to shareholders in the amount necessary
for distribution to the shareholders;
(xi) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trusts
business; and
(xii) any expenses assumed by the Funds pursuant to a Plan of
Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.
8. Organization Expenses. Each Fund hereby agrees to reimburse the Manager
for the organization expenses of, and the expenses incurred in connection with,
the initial offering of Shares of that Fund.
9. Compensation. For the services provided and the facilities furnished
pursuant to this Agreement, the Trust will pay to the Manager as full
compensation therefor a fee at an annual rate, as set forth opposite each Funds
name on Schedule A, of the average daily net assets of each Fund.
-5-
<PAGE> 6
This fee will be computed daily and will be paid to the Manager
monthly. This fee will be chargeable only to the respective Fund, and no other
series of the Trust shall be liable for the fee due and payable hereunder. No
Fund shall be liable for any expense of any other series of the Trust.
10. Standard of Care. Subject to the applicable law, the Manager shall not
be liable for any error of judgment or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
11. Duration and Termination. This Agreement shall continue in effect with
respect to each Fund for a period of more than two years from the date hereof
only so long as such continuance is specifically approved at least annually with
respect to that Fund in conformity with the requirements of the 1940 Act and the
Rules thereunder; provided, however, that this Agreement may be terminated with
respect to a Fund at any time, without the payment of any penalty, by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of that Fund, or by the Manager at any
time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
12. Other Business. Nothing in this Agreement shall limit or restrict the
right of any of the Manager's directors, officers, or employees who may also be
a Trustee, officer, or employee of the Trust to engage in any other business or
to devote his time and attention in part to the management or other aspects of
any business, whether of a similar or dissimilar nature, nor limit or restrict
the Manager's right to engage in any other business or to render services of any
kind to any other corporation, trust, firm, individual or association.
13. Independent Contractor. Except as otherwise provided herein or
authorized by the Trustees of the Trust from time to time, the Manager shall for
all purposes herein be deemed to be an independent contractor and shall have no
authority to act for or represent any Fund or the Trust in any way or otherwise
be deemed an agent of any Fund or the Trust.
14. Trust Materials. During the term of this Agreement, the Trust agrees
to furnish the Manager at its principal office all Prospectuses, proxy
statements, reports to shareholders, sales literature or other material prepared
for distribution to shareholders of a Fund or to the public, which refer to the
Manager in any way, prior to use thereof and not to use such material if the
Manager reasonably objects in writing within five business days (or such other
time as may be mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Trust will continue to furnish to the Manager
copies of any of the above-mentioned materials which refer in any way to the
Manager. The Trust shall furnish or otherwise make available to the Manager such
other information relating to the business affairs of each Fund as the Manager
at any time, or from time to time, reasonably requests in order to discharge its
obligations hereunder.
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<PAGE> 7
15. Amendment. This Agreement may be amended in writing by mutual consent,
but the consent of each of the Funds, if required, must be obtained in
conformity with the requirements of the 1940 Act and the Rules thereunder.
16. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Trust at 51 Madison Avenue, New York, NY 10010.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
18. Limitation of Liability of the Trust and the Shareholders. It is
understood and expressly stipulated that none of the Trustees, officers, agents
or shareholders of the Trust shall be personally liable hereunder. The name "The
MainStay Funds" is the designation of the Trust for the time being under the
Declaration of Trust and all persons dealing with the Trust must look solely to
the property of the Trust for the enforcement of any claims against the Trust,
as neither the Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Trust. No series of the
Trust shall be liable for any claims against any other series of the Trust.
19. Use of Name. Each Fund may use any name including the word "MainStay"
only for so long as this Agreement or any other agreement between the Manager or
any other affiliate of New York Life Insurance Company and the Trust or any
extension, renewal or amendment thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager's
business as investment adviser. At such time as such an agreement shall no
longer be in effect, the respective Fund will (to the extent that it lawfully
can) cease to use such name or any other name indicating that it is advised by
or otherwise connected with the Manager or any organization which shall have so
succeeded to its business.
20. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. As used in this Agreement, terms shall have the same meaning
as such terms have in the 1940 Act. Where the effect of a requirement of the
federal securities laws reflected in any provision of this Agreement is made
less restrictive by a rule, regulation or order of the Commission, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order. This Agreement may be signed in
counterpart.
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<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE MAINSTAY FUNDS, on behalf of
each series listed on Schedule A
By: /s/ Stephen C. Roussin
-----------------------------
Name: Stephen C. Roussin
Title: President and Chief Executive
Officer
MAINSTAY MANAGEMENT, INC.
By: /s/ Anthony W. Polis
----------------------------
Name: Anthony W. Polis
Title: Vice President and Chief
Financial Officer
-8-
<PAGE> 9
SCHEDULE A
(as revised, April 27, 1998 and March 15, 1999)
<TABLE>
<CAPTION>
FUND ANNUAL RATE*
<S> <C>
California Tax Free Fund 0.50%
Capital Appreciation Fund 0.72%
Convertible Fund 0.72%
Equity Index Fund 0.50%
Government Fund 0.60%
High Yield Corporate Bond Fund 0.60%
International Bond Fund 0.70%
International Equity Fund 1.00%
Money Market Fund 0.50%**
New York Tax Free Fund 0.50%
Strategic Income Fund 0.60%
Strategic Value Fund 0.75%
Tax Free Bond Fund 0.60%
Total Return Fund 0.64%
Value Fund 0.72%***
Blue Chip Growth Fund 1.00%
Research Value Fund 0.85%
Small Cap Value Fund 1.00%
Growth Opportunities Fund 0.70%
Small Cap Growth Fund 1.00%
Equity Income Fund 0.70%
Global High Yield Fund 0.70%
MAP Equity Fund 0.75%
</TABLE>
* of each Fund's average daily net assets
** up to $300 million; .450% from $300 to $700 million; .40% from $700
million to $1 billion; and .35% in excess of $1 million.
*** up to $200 million; .65% from $200 million to $500 million; and .50% in
excess of $500 million.
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<PAGE> 1
Exhibit d(2)(c)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 31 day of May, 1998 between MainStay Management
Inc., a Delaware corporation (the "Manager"), on behalf of The MainStay Funds
(the "Trust"), and Gabelli Asset Management Company, a New York corporation (the
"Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Trust is authorized to issue separate series, each of which
will offer a separate class of shares of beneficial interest, each series having
its own investment objective or objectives, policies, and limitations;
WHEREAS, the Trust currently offers shares in multiple series, may offer
shares of additional series in the future, and intends to offer shares of
additional series in the future;
WHEREAS, the Manager has entered into a Management Agreement, dated
October 27, 1997 (the "Management Agreement") with the Trust, on behalf of its
series;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager wishes to retain the Sub-Adviser to furnish certain
investment advisory services to one or more of the series of the Trust, and the
Sub-Adviser is willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Trust, the Manager,
and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints Gabelli Asset Management
Company to act as sub-adviser to the Series designated on Schedule A of this
Agreement (the "Series") for the periods and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Trust designates one or more series other than the
Series with respect to which the Trust and the Manager wish to retain the
Sub-Adviser to render investment advisory services hereunder, they shall notify
the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Trust and Manager in writing, whereupon such
series shall become a Series hereunder, and be subject to this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the
Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a
continuous investment program for the Series' portfolio and determine the
composition of the assets of the Series' portfolio, including determination of
the purchase, retention, or sale of the securities, cash, and other investments
contained in the portfolio. The Sub-Adviser will provide investment research and
conduct a continuous program of evaluation, investment, sales, and reinvestment
of the Series' assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Series,
when these transactions should be executed, and what portion of the assets of
the Series should be held in the various
<PAGE> 2
securities and other investments in which it may invest, and the Sub-Adviser is
hereby authorized to execute and perform such services on behalf of the Series.
The Sub-Adviser will provide the services under this Agreement in accordance
with the Series' investment objective or objectives, policies, and restrictions
as stated in the Trust's Registration Statement filed with the Securities and
Exchange Commission ("SEC"), as amended, copies of which shall be sent to the
Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will not cause the Series to fail to comply with
the diversification and qualifying income requirements of Subchapter M of the
Internal Revenue Code.
(b) The Sub-Adviser will conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees of which the Sub-Adviser has been sent a copy, and the provisions of
the Registration Statement of the Trust under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended, of which the
Sub-Adviser has received a copy.
(c) On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Series as well as of other
investment advisory clients of the Sub-Adviser or any of its affiliates, the
Sub-Adviser may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or purchased
with those of its other clients where such aggregation is not inconsistent with
the policies set forth in the Registration Statement. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in a manner that is fair and
equitable in the judgment of the Sub-Adviser in the exercise of its fiduciary
obligations to the Trust and to such other clients, subject to review by the
Manager and the Board of Trustees.
(d) In connection with the purchase and sale of securities for the
Series, the Sub-Adviser will arrange for the transmission to the custodian and
portfolio accounting agent for the Series on a daily basis, such confirmation,
trade tickets, and other documents and information, including, but not limited
to, Cusip, Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Series, as may be reasonably necessary to enable the
custodian and portfolio accounting agent to perform its administrative and
recordkeeping responsibilities with respect to the Series. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian and portfolio accounting
agent.
(e) The Sub-Adviser will monitor on a daily basis the determination
by the portfolio accounting agent for the Trust of the valuation of portfolio
securities and other investments of the Series. The Sub-Adviser will assist the
custodian and portfolio accounting agent for the Trust in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement for the Trust, the value of any portfolio securities or
other assets of the Series for which the custodian and portfolio accounting
agent seeks assistance from, or identifies for review by, the Sub-Adviser.
(f) The Sub-Adviser will make available to the Trust and the
Manager, promptly upon request, all of the Series' investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the custodian or portfolio accounting agent for the Trust)
as are necessary to assist the Trust and the Manager to comply with requirements
of the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as
well as other applicable laws. The Sub-Adviser will furnish to regulatory
authorities having the requisite authority any information or
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<PAGE> 3
reports in connection with such services which may be requested in order to
ascertain whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
(g) The Sub-Adviser will provide reports to the Trust's Board of
Trustees for consideration at meetings of the Board on the investment program
for the Series and the issuers and securities represented in the Series'
portfolio, and will furnish the Trust's Board of Trustees with respect to the
Series such periodic and special reports as the Trustees and the Manager may
reasonably request.
(h) In rendering the services required under this Agreement, the
Sub-Adviser may, from time to time, employ or associate with itself such person
or persons as it believes necessary to assist it in carrying out its obligations
under this Agreement. However, the Sub-Adviser may not retain as sub-adviser any
company that would be an "investment adviser," as that term is defined in the
1940 Act, to the Series unless the contract with such company is approved by a
majority of the Trust's Board of Trustees and a majority of Trustees who are not
parties to any agreement or contract with such company and who are not
"interested persons," as defined in the 1940 Act, of the Trust, the Manager, or
the Sub-Adviser, or any such company that is retained as sub-adviser, and is
approved by the vote of a majority of the outstanding voting securities of the
applicable Series of the Trust to the extent required by the 1940 Act. The
Sub-Adviser shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Sub-Adviser, any sub-adviser that
the Sub-Adviser has employed or with which it has associated with respect to the
Series, or any employee thereof has not, to the best of the Sub-Adviser's
knowledge, in any material connection with the handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony
or misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, involving violations of
Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the
purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the
last ten (10) years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or knowing
misrepresentation; or
(iii) been found by any federal or state regulatory
authorities, within the last ten (10) years, to have violated or to have
acknowledged violation of any provision of federal or state securities laws
involving fraud, deceit, or knowing misrepresentation.
3. Broker-Dealer Selection. The Sub-Adviser is responsible for
decisions to buy and sell securities and other investments for the Series'
portfolio, broker-dealer selection, and negotiation of brokerage commission
rates. The Sub-Adviser's primary consideration in effecting a security
transaction will be to obtain the best execution for the Series, taking into
account the factors specified in the prospectus and/or statement of additional
information for the Trust, which include price (including the applicable
brokerage commission or dollar spread), the size of the order, the nature of the
market for the security, the timing of the transaction, the reputation, the
experience and financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution capabilities and
operational facilities of the firm involved, and the firm's risk in positioning
a block of securities. Accordingly, the price to the Series in any transaction
may be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Sub-Adviser in the
exercise of its fiduciary obligations to the Trust, by other aspects of the
portfolio execution services offered. Subject to such policies as the Board of
Trustees may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its
-3-
<PAGE> 4
having caused the Series to pay a broker-dealer for effecting a portfolio
investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Sub-Adviser or its affiliate determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Sub-Adviser's or its affiliate's overall
responsibilities with respect to the Series and to their other clients as to
which they exercise investment discretion. To the extent consistent with these
standards and with the Trust's Procedures for Securities Transactions with
Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser is further authorized
to allocate the orders placed by it on behalf of the Series to the Sub-Adviser
if it is registered as a broker-dealer with the SEC, to its affiliated
broker-dealer, or to such brokers and dealers who also provide research or
statistical material, or other services to the Series, the Sub-Adviser, or an
affiliate of the Sub-Adviser. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine consistent with the above
standards, and the Sub-Adviser will report on said allocation regularly to the
Board of Trustees of the Trust indicating the broker-dealers to which such
allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the
post-effective amendment to the Registration Statement for the Trust filed with
the Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the disclosure
about the Sub-Adviser or information relating, directly or indirectly, to the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
5. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it and its staff and for their activities in
connection with its portfolio management duties under this Agreement. The
Manager or the Trust shall be responsible for all the expenses of the Trust's
operations including, but not limited to:
(a) the fees and expenses of Trustees who are not interested persons
of the Manager or of the Trust;
(b) the fees and expenses of each Series which relate to (A) the
custodial function and the recordkeeping connected therewith, (B) the
maintenance of the required accounting records of the Series not being
maintained by the Manager, (C) the pricing of the Series' Shares, including the
cost of any pricing service or services which may be retained pursuant to the
authorization of the Trustees of the Trust, and (D) for both mail and wire
orders, the cashiering function in connection with the issuance and redemption
of the Series' Shares;
(c) the fees and expenses of the Trust's transfer and dividend
disbursing agent, which may be the custodian, which relate to the maintenance of
each shareholder account;
(d) the charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal and compliance
department) and independent accountants for the Trust;
(e) brokers' commissions and any issue or transfer taxes chargeable
to the Trust in connection with its securities transactions on behalf of the
Series;
-4-
<PAGE> 5
(f) all taxes and business fees payable by the Trust or the Series
to federal, state or other governmental agencies;
(g) the fees of any trade association of which the Trust may be a
member;
(h) the cost of share certificates representing Series Shares;
(i) the fees and expenses involved in registering and maintaining
registrations of the Trust and of its Shares with the Commission, registering
the Trust as a broker or dealer and qualifying its Shares under state securities
laws, including the preparation and printing of the Trust's registration
statements and prospectuses for filing under federal and state securities laws
for such purposes;
(j) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing reports to shareholders in the amount necessary
for distribution to the shareholders;
(k) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business; and
(l) any expenses assumed by the Series pursuant to a Plan of
Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.
6. Compensation. For the services provided, the Manager will pay the
Sub-Adviser a fee, payable monthly, as described on Schedule A.
7. Seed Money. The Manager agrees that the Sub-Adviser shall not be
responsible for providing money for the initial capitalization of the Series.
8. Compliance.
(a) The Sub-Adviser agrees that it shall immediately notify the
Manager and the Trust (1) in the event that the SEC has censured the
Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (2)
upon having a reasonable basis for believing that the Series has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the
Manager and the Trust immediately of any material fact known to the Sub-Adviser
respecting or relating to the Sub-Adviser that is not contained in the
Registration Statement or prospectus for the Trust, or any amendment or
supplement thereto, or of any statement contained therein that becomes untrue in
any material respect.
(b) The Manager agrees that it shall immediately notify the
Sub-Adviser (1) in the event that the SEC has censured the Manager or the Trust;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Manager's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, (2) upon having a reasonable basis for believing that the Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
-5-
<PAGE> 6
9. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Series are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Manager's request, although the Sub-Adviser may, at its own expense, make and
retain a copy of such records. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-l under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified in the
Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC) in
connection with any investigation or inquiry relating to this Agreement or the
Trust.
11. Representations Respecting Sub-Adviser. The Manager and the
Trust agree that neither the Trust, the Manager, nor affiliated persons of the
Trust or the Manager shall give any information or make any representations or
statements in connection with the sale of shares of the Series concerning the
Sub-Adviser or the Series other than the information or representations
contained in the Registration Statement, prospectus, or statement of additional
information for the Trust shares, as they may be amended or supplemented from
time to time, or in reports or proxy statements for the Trust, or in sales
literature or other promotional material approved in advance by the Sub-Adviser,
except with the prior permission of the Sub-Adviser. The parties agree that in
the event that the Manager or an affiliated person of the Manager sends sales
literature or other promotional material to the Sub-Adviser for its approval and
the Sub-Adviser has not commented within three (3) days, the Manager and its
affiliated persons may use and distribute such sales literature or other
promotional material, although, in such event, the Sub-Adviser shall not be
deemed to have approved of the contents of such sales literature or other
promotional material.
12. Control. Notwithstanding any other provision of the Agreement,
it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to
this Agreement and reserve the right to direct, approve, or disapprove any
action hereunder taken on its behalf by the Sub-Adviser.
13. Liability. Except as may otherwise be required by the 1940 Act
or the rules thereunder or other applicable law, the Trust and the Manager agree
that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act controls the
Sub-Adviser shall not be liable for, or subject to any damages, expenses, or
losses in connection with, any act or omission connected with or arising out of
any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties, or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
14. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, the Internal Revenue Code, under any other statute, at common law
or otherwise, arising out of the Manager's responsibilities to the Trust which
(1) may be
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<PAGE> 7
based upon any misfeasance, malfeasance, or nonfeasance by the Manager, any of
its employees or representatives or any affiliate of or any person acting on
behalf of the Manager or (2) may be based upon any untrue statement or alleged
untrue statement of a material fact supplied by, or which is the responsibility
of, the Manager and contained in the Registration Statement or prospectus
covering shares of the Trust or a Series, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a
material fact known or which should have been known to the Manager and was
required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
information furnished to the Manager or the Trust or to any affiliated person of
the Manager by a Sub-Adviser Indemnified Person; provided however, that in no
case shall the indemnity in favor of the Sub-Adviser Indemnified Person be
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of obligations and duties under this Agreement.
(b) Notwithstanding Section 14 of this Agreement, the Sub-Adviser
agrees to indemnify and hold harmless the Manager, any affiliated person of the
Manager, and each person, if any, who, within the meaning of Section 15 of the
1933 Act, controls ("controlling person") the Manager (all of such persons being
referred to as "Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which a Manager Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute,
at common law or otherwise, arising out of the Sub-Adviser's responsibilities as
Sub-Adviser of the Series which (1) may be based upon any misfeasance,
malfeasance, or nonfeasance by the Sub-Adviser, any of its employees or
representatives, or any affiliate of or any person acting on behalf of the
Sub-Adviser, (2) may be based upon a failure to comply with Section 2, Paragraph
(a) of this Agreement, or (3) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
prospectus covering the shares of the Trust or a Series, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact known or which should have been known to the Sub-Adviser and was
required to be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance upon
information furnished to the Manager, the Trust, or any affiliated person of the
Manager or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser;
provided, however, that in no case shall the indemnity in favor of a Manager
Indemnified Person be deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this
Section 15 with respect to any claim made against a Sub-Adviser Indemnified
Person unless such Sub-Adviser Indemnified Person shall have notified the
Manager in writing within a reasonable time after the summons, notice, or other
first legal process or notice giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such
Sub-Adviser Indemnified Person shall have received notice of such service on any
designated agent), but failure to notify the Manager of any such claim shall not
relieve the Manager from any liability which it may have to the Sub-Adviser
Indemnified Person against whom such action is brought otherwise than on account
of this Section 15. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Manager will be entitled to participate, at its own
expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified
Person, to assume the defense thereof, with counsel satisfactory to the
Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such
action and the selection of counsel by the Manager to represent both the Manager
and the Sub-Adviser Indemnified Person would result in a conflict of interests
and therefore, would not, in the reasonable judgment of the Sub-Adviser
Indemnified Person,
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<PAGE> 8
adequately represent the interests of the Sub-Adviser Indemnified Person, the
Manager will, at its own expense, assume the defense with counsel to the Manager
and, also at its own expense, with separate counsel to the Sub-Adviser
Indemnified Person, which counsel shall be satisfactory to the Manager and to
the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall
bear the fees and expenses of any additional counsel retained by it, and the
Manager shall not be liable to the Sub-Adviser Indemnified Person under this
Agreement for any legal or other expenses subsequently incurred by the
Sub-Adviser Indemnified Person independently in connection with the defense
thereof other than reasonable costs of investigation. The Manager shall not have
the right to compromise on, or settle the litigation, without the prior written
consent of the Sub-Adviser Indemnified Person if the compromise or settlement
results, or may result, in a finding of wrongdoing on the part of the
Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 15 with respect to any claim made against a Manager Indemnified Person
unless such Manager Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons, notice, or other first legal
process or notice giving information of the nature of the claim shall have been
served upon such Manager Indemnified Person (or after such Manager Indemnified
Person shall have received notice of such service on any designated agent), but
failure to notify the Sub-Adviser of any such claim shall not relieve the
Sub-Adviser from any liability which it may have to the Manager Indemnified
Person against whom such action is brought otherwise than on account of this
Section 15. In case any such action is brought against the Manager Indemnified
Person, the Sub-Adviser will be entitled to participate, at its own expense, in
the defense thereof or, after notice to the Manager Indemnified Person, to
assume the defense thereof, with counsel satisfactory to the Manager Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the
selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and
the Manager Indemnified Person would result in a conflict of interests and
therefore, would not, in the reasonable judgment of the Manager Indemnified
Person, adequately represent the interests of the Manager Indemnified Person,
the Sub-Adviser will, at its own expense, assume the defense with counsel to the
Sub-Adviser and, also at its own expense, with separate counsel to the Manager
Indemnified Person which counsel shall be satisfactory to the Sub-Adviser and to
the Manager Indemnified Person. The Manager Indemnified Person shall bear the
fees and expenses of any additional counsel retained by it, and the Sub-Adviser
shall not be liable to the Manager Indemnified Person under this Agreement for
any legal or other expenses subsequently incurred by the Manager Indemnified
Person independently in connection with the defense thereof other than
reasonable costs of investigation. The Sub-Adviser shall not have the right to
compromise on or settle the litigation without the prior written consent of the
Manager Indemnified Person if the compromise or settlement results, or may
result in a finding of wrongdoing on the part of the Manager Indemnified Person.
15. Duration and Termination. This Agreement shall become effective
on the date first indicated above. Unless terminated as provided herein, the
Agreement shall remain in full force and effect for two (2) years from the date
first indicated above and continue on an annual basis thereafter with respect to
the Series; provided that such annual continuance is specifically approved each
year by (a) the vote of a majority of the entire Board of Trustees of the Trust,
or by the vote of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Series, and (b) the vote of a majority of those Trustees
who are not parties to this Agreement or interested persons (as such term is
defined in the 1940 Act) of any such party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Adviser shall
not provide any services for a Series or receive any fees on account of such
Series with respect to which this Agreement is not approved as described in the
preceding sentence. However, any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the 1940 Act) of a Series
shall be effective to continue this Agreement with respect to the Series
notwithstanding (i) that this Agreement has not been approved by the holders
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<PAGE> 9
of a majority of the outstanding shares of any other Series or (ii) that this
agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. Notwithstanding the foregoing, this Agreement may
be terminated for each or any Series hereunder: (a) by the Manager at any time
without penalty, upon sixty (60) days' written notice to the Sub-Adviser and the
Trust, (b) at any time without payment of any penalty by the Trust, upon the
vote of a majority of the Trust's Board of Trustees or a majority of the
outstanding voting securities of each Series, upon sixty (60) days' written
notice to the Manager and the Sub-Adviser, or (c) by the Sub-Adviser at any time
without penalty, upon sixty (60) days' written notice to the Manager and the
Trust. In the event of termination for any reason, all records of each Series
for which the Agreement is terminated shall promptly be returned to the Manager
or the Trust, free from any claim or retention of rights in such record by the
Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. The Agreement shall automatically terminate in the event
of its assignment (as such term is described in the 1940 Act). In the event this
Agreement is terminated or is not approved in the manner described above, the
sections numbered 2(f), 9, 10, 11, 14, 15, and 18 of this Agreement shall remain
in effect, as well as any applicable provision of this section 16.
16. Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Series, and (ii) the Trustees of the Trust,
including a majority of the Trustees of the Trust who are not interested persons
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, if such approval is required by applicable
law.
17. Use of Name.
(a) It is understood that the name MainStay or any derivative
thereof or logo associated with that name is the valuable property of the
Manager and/or its affiliates, and that the Sub-Adviser has the right to use
such name (or derivative or logo) only with the approval of the Manager and only
so long as the Manager is Manager to the Trust and/or the Series. Upon
termination of the Management Agreement between the Trust and the Manager, the
Sub-Adviser shall forthwith cease to use such name (or derivative or logo).
(b) It is understood that the name Gabelli Asset Management Company
(GAMCO Investors, Inc.) or any derivative thereof or logo associated with that
name is the valuable property of the Sub-Adviser and its affiliates and that the
Trust and/or the Series have the right to use such name (or derivative or logo)
in offering materials of the Trust with the approval of the Sub-Adviser and for
so long as the Sub-Adviser is a Sub-Adviser to the Trust and/or the Series. Upon
termination of this Agreement between the Trust, the Manager, and the
Sub-Adviser, the Trust shall forthwith cease to use such name (or derivative or
logo).
18. Amended and Restated Declaration of Trust. A copy of the Amended
and Restated Declaration of Trust for the Trust is on file with the Secretary of
The Commonwealth of Massachusetts. The Amended and Restated Declaration of Trust
has been executed on behalf of the Trust by the Trustees of the Trust in their
capacity as Trustees of the Trust and not individually. The obligations of this
Agreement shall be binding upon the assets and property of the Trust and shall
not be binding upon any Trustee, officer, or shareholder of the Trust
individually.
19. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to
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<PAGE> 10
the Manager at Morris Corporate Center I, Building A, 300 Interpace Parkway,
Parsippany, New Jersey 07054; or (2) to the Sub-Adviser at One Corporate Center,
Rye, New York 10580.
20. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of
[New York], provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
(b) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
(c) To the extent permitted under section 16 of this Agreement, this
Agreement may only be assigned by any party with the prior written consent of
the other parties.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the
Sub-Adviser as an agent of the Manager, or constituting the Manager as an agent
of the Sub-Adviser.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the day and year first above written.
MAINSTAY MANAGEMENT, INC.
/s/ A. Thomas Smith III /s/ Stephen C. Roussin
___________________________________ By:___________________________________
Attest
Assistant Secretary President
___________________________________ ______________________________________
Title Title
GABELLI ASSET MANAGEMENT COMPANY
/s/ Peter D. Goldstein /s/ Douglas R. Jamieson
___________________________________ By:___________________________________
Attest
Deputy General Counsel Executive Vice President
___________________________________ ______________________________________
Title Title
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<PAGE> 11
SCHEDULE A
SERIES ANNUAL RATE*
Blue Chip Growth Fund .50% up to $500 million. For the period June 1, 1998 to
May 31, 2001 only, .40% on assets over $500 million, to
be reviewed prior to June 1, 2001.
* of Series' average daily net assets
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<PAGE> 1
Exhibit d(2)(d)
SUB-ADVISORY AGREEMENT
GROWTH OPPORTUNITIES FUND
Agreement made as of May 20, 1998 (the "Agreement") between MainStay
Management, Inc., a Delaware corporation (the "Manager"), and Madison Square
Advisors, Inc., a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Manager has entered into a Management Agreement, dated
October 27, 1997 (the "Management Agreement") with The MainStay Funds (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the
MainStay Growth Opportunities Fund (the "Fund"), a series of the Trust;
WHEREAS, under the Management Agreement, the Manager has agreed to provide
certain investment advisory and related administrative services to the Fund;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager desires to retain the Sub-Adviser to furnish certain
investment advisory services with respect to the Fund and the Sub-Adviser is
willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Fund for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to the supervision of the Board of
Trustees of the Trust and the Manager, the Sub-Adviser shall manage the
investment operations of the Fund and the composition of the portfolio of the
Fund, including the purchase, retention and disposition of securities therein in
accordance with the investment objectives, policies and restrictions of the
Fund, as specified in the currently effective Prospectus (as hereinafter
defined) and subject to the following understandings:
(a) The Sub-Adviser shall provide supervision of the Fund's
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by the Fund, and what portion of the Fund's
assets will be invested or held uninvested as cash.
(b) The Sub-Adviser shall use its best judgment in the performance
of its duties under this Agreement.
<PAGE> 2
(c) The Sub-Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the Declaration
of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and
with the instructions and directions of the Board of Trustees and the Manager
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal and state laws and regulations.
(d) The Sub-Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Board of Trustees may direct from time to time. It is recognized that, in
providing the Fund with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which
other clients of the Sub-Adviser may be a party. It is understood that none of
the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for
allocation of the Fund's investment transaction business. It is also understood
that it is desirable for the Fund that the Sub-Adviser have access to
supplemental investment and market research and security and economic analyses
provided by certain brokers who may execute brokerage transactions at a higher
cost to the Fund than may result when allocating brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution.
Therefore, the Sub-Adviser is authorized to place orders for the purchase and
sale of securities for the Fund with such certain brokers, subject to review by
the Trust's Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with its services to
other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be so sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.
(e) The Sub-Adviser shall maintain all books and records with
respect to the Fund's securities transactions required by sub-paragraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any
other books and records required to be maintained by it under the 1940 Act and
the Rules thereunder and shall render to the Manager and to the Trust's Trustees
such periodic and special reports as the Manager or the Trustees may reasonably
request.
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<PAGE> 3
(f) The Sub-Adviser shall provide the Fund's Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing instructions.
3. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit any
of its directors, officers and employees who may be elected or appointed as
Trustees or officers of the Trust to serve in the capacities in which they are
elected or appointed. Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of such directors,
officers, or employees.
4. Books and Records. The Sub-Adviser shall keep the Fund's books and
records required to be maintained by it, pursuant to paragraph 2 hereof. The
Sub-Adviser agrees that all records which it maintains for the Fund are the
property of the Fund, and it will surrender promptly to the Fund any of such
records upon the Fund's request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 as promulgated by the Securities and
Exchange Commission (the "Commission") under the 1940 Act any such records as
are required to be maintained by the Sub-Adviser pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar or different services to others so long as its services under
this Agreement are not impaired thereby.
6. Documents. The Manager has delivered to the Sub-Adviser copies of each
of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust of the Trust, filed with the Secretary of
The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-lA (the "Registration Statement"), as filed with
the Commission relating to the Fund and the Fund's Shares and all amendments
thereto;
(f) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and
(g) Prospectus and Statement of Additional Information of the Trust
(such
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<PAGE> 4
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time, being herein called the
"Prospectus").
7. Expenses. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by
the Trust, the Fund or the Manager.
8. Compensation. For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Manager, not the Trust or the Fund,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.35% of the Fund's average daily net assets.
9. Standard of Care. Subject to the applicable law, the Sub-Adviser shall
not be liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
10. Duration and Termination. This Agreement shall continue in effect for
a period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually with respect to the Fund
in conformity with the requirements of the 1940 Act and the Rules thereunder.
Notwithstanding the foregoing, this Agreement may be terminated: (a) with
respect to the Fund at any time without penalty upon the vote of a majority of
the Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Sub-Adviser, (b) by the
Manager at any time without penalty upon sixty (60) days' written notice to the
Sub-Adviser or immediately upon material breach by the Sub-Adviser or
immediately if, in the reasonable judgment of the Manager, the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement, or
(c) by the Sub-Adviser at any time without penalty, upon sixty (60) days'
written notice to the Fund. This Subadvisory Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act) or the
assignment or termination of the Management Agreement.
11. Other Business. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's directors, officers, or employees who may also
be a Trustee, officer, or employee of the Trust to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, trust, firm, individual or
association.
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<PAGE> 5
12. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, and (ii) by a vote of a majority of the Fund's outstanding voting
securities (unless in the case of (ii), the Trust receives a Commission order or
no-action letter permitting it to modify the Agreement without such vote).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at 51 Madison Avenue, New York, New York 10010.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the 1940 Act. Where
the effect of a requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule, regulation or
order of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
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<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
MAINSTAY MANAGEMENT, INC.
By: /s/ Stephen C. Roussin
-----------------------------
Name: Stephen C. Roussin
Title: President
MADISON SQUARE ADVISORS, INC.
By: /s/ Jean Hoysradt
-----------------------------
Name: Jean Hoysradt
Title: President
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<PAGE> 1
Exhibit d(2)(e)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 31 day of May, 1998 between MainStay Management
Inc., a Delaware corporation (the "Manager"), on behalf of The MainStay Funds
(the "Trust"), and John A. Levin & Co., Inc., a Delaware corporation (the
"Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Trust is authorized to issue separate series, each of which
will offer a separate class of shares of beneficial interest, each series having
its own investment objective or objectives, policies, and limitations;
WHEREAS, the Trust currently offers shares in multiple series, may offer
shares of additional series in the future, and intends to offer shares of
additional series in the future;
WHEREAS, the Manager has entered into a Management Agreement, dated
October 27, 1997 (the "Management Agreement") with the Trust, on behalf of its
series;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager wishes to retain the Sub-Adviser to furnish certain
investment advisory services to one or more of the series of the Trust, and the
Sub-Adviser is willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Trust, the Manager,
and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints John A. Levin & Co.,
Inc. to act as sub-adviser to the Series designated on Schedule A of this
Agreement (the "Series") for the periods and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Trust designates one or more series other than the
Series with respect to which the Trust and the Manager wish to retain the
Sub-Adviser to render investment advisory services hereunder, they shall notify
the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Trust and Manager in writing, whereupon such
series shall become a Series hereunder, and be subject to this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the
Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a
continuous investment program for the Series' portfolio and determine the
composition of the assets of the Series' portfolio, including determination of
the purchase, retention, or sale of the securities, cash, and other investments
contained in the portfolio. The Sub-Adviser will provide investment research and
conduct a continuous program of evaluation, investment, sales, and reinvestment
of the Series' assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Series,
when these
<PAGE> 2
transactions should be executed, and what portion of the assets of the Series
should be held in the various securities and other investments in which it may
invest, and the Sub-Adviser is hereby authorized to execute and perform such
services on behalf of the Series. The Sub-Adviser will provide the services
under this Agreement in accordance with the Series' investment objective or
objectives, policies, and restrictions as stated in the Trust's Registration
Statement filed with the Securities and Exchange Commission ("SEC"), as amended,
copies of which shall be sent to the Sub-Adviser by the Manager. The Sub-Adviser
further agrees as follows:
(a) The Sub-Adviser will take all steps necessary to manage the
Series so that it will qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
(b) The Sub-Adviser will conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees of which the Sub-Adviser has been sent a copy, and the provisions of
the Registration Statement of the Trust under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended, of which the
Sub-Adviser has received a copy.
(c) On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Series as well as of other
investment advisory clients of the Sub-Adviser or any of its affiliates, the
Sub-Adviser may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or purchased
with those of its other clients where such aggregation is not inconsistent with
the policies set forth in the Registration Statement. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in a manner that is fair and
equitable in the judgment of the Sub-Adviser in the exercise of its fiduciary
obligations to the Trust and to such other clients, subject to review by the
Manager and the Board of Trustees.
(d) In connection with the purchase and sale of securities for the
Series, the Sub-Adviser will arrange for the transmission to the custodian and
portfolio accounting agent for the Series on a daily basis, such confirmation,
trade tickets, and other documents and information, including, but not limited
to, Cusip, Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Series, as may be reasonably necessary to enable the
custodian and portfolio accounting agent to perform its administrative and
recordkeeping responsibilities with respect to the Series. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian and portfolio accounting
agent.
(e) The Sub-Adviser will monitor on a daily basis the determination
by the portfolio accounting agent for the Trust of the valuation of portfolio
securities and other investments of the Series. The Sub-Adviser will assist the
custodian and portfolio accounting agent for the Trust in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement for the Trust, the value of any portfolio securities or
other assets of the Series for which the custodian and portfolio accounting
agent seeks assistance from, or identifies for review by, the Sub-Adviser.
(f) The Sub-Adviser will make available to the Trust and the
Manager, promptly upon request, all of the Series' investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the custodian or portfolio accounting agent for the Trust)
as are necessary to assist the Trust and the Manager to comply with requirements
of the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as
well as other applicable laws. The
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Sub-Adviser will furnish to regulatory authorities having the requisite
authority any information or reports in connection with such services which may
be requested in order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and regulations.
(g) The Sub-Adviser will provide reports to the Trust's Board of
Trustees for consideration at meetings of the Board on the investment program
for the Series and the issuers and securities represented in the Series'
portfolio, and will furnish the Trust's Board of Trustees with respect to the
Series such periodic and special reports as the Trustees and the Manager may
reasonably request.
(h) In rendering the services required under this Agreement, the
Sub-Adviser may, from time to time, employ or associate with itself such person
or persons as it believes necessary to assist it in carrying out its obligations
under this Agreement. However, the Sub-Adviser may not retain as sub-adviser any
company that would be an "investment adviser," as that term is defined in the
1940 Act, to the Series unless the contract with such company is approved by a
majority of the Trust's Board of Trustees and a majority of Trustees who are not
parties to any agreement or contract with such company and who are not
"interested persons," as defined in the 1940 Act, of the Trust, the Manager, or
the Sub-Adviser, or any such company that is retained as sub-adviser, and is
approved by the vote of a majority of the outstanding voting securities of the
applicable Series of the Trust to the extent required by the 1940 Act. The
Sub-Adviser shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Sub-Adviser, any sub-adviser that
the Sub-Adviser has employed or with which it has associated with respect to the
Series, or any employee thereof has not, to the best of the Sub-Adviser's
knowledge, in any material connection with the handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony
or misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, involving violations of
Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the
purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the
last ten (10) years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or knowing
misrepresentation; or
(iii) been found by any federal or state regulatory
authorities, within the last ten (10) years, to have violated or to have
acknowledged violation of any provision of federal or state securities laws
involving fraud, deceit, or knowing misrepresentation.
3. Broker-Dealer Selection. The Sub-Adviser is responsible for
decisions to buy and sell securities and other investments for the Series'
portfolio, broker-dealer selection, and negotiation of brokerage commission
rates. The Sub-Adviser's primary consideration in effecting a security
transaction will be to obtain the best execution for the Series, taking into
account the factors specified in the prospectus and/or statement of additional
information for the Trust, which include price (including the applicable
brokerage commission or dollar spread), the size of the order, the nature of the
market for the security, the timing of the transaction, the reputation, the
experience and financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution capabilities and
operational facilities of the firm involved, and the firm's risk in positioning
a block of securities. Accordingly, the price to the Series in any transaction
may be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Sub-Adviser in the
exercise of its fiduciary obligations to the Trust, by other aspects of the
portfolio execution services offered. Subject to such policies as the Board of
Trustees may determine and consistent with Section
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28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Series to pay a
broker-dealer for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser or its affiliate determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either that particular transaction or the Sub-Adviser's or its affiliate's
overall responsibilities with respect to the Series and to their other clients
as to which they exercise investment discretion. To the extent consistent with
these standards and with the Trust's Procedures for Securities Transactions with
Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser is further authorized
to allocate the orders placed by it on behalf of the Series to the Sub-Adviser
if it is registered as a broker-dealer with the SEC, to its affiliated
broker-dealer, or to such brokers and dealers who also provide research or
statistical material, or other services to the Series, the Sub-Adviser, or an
affiliate of the Sub-Adviser. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine consistent with the above
standards, and the Sub-Adviser will report on said allocation regularly to the
Board of Trustees of the Trust indicating the broker-dealers to which such
allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the
post-effective amendment to the Registration Statement for the Trust filed with
the Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the disclosure
about the Sub-Adviser or information relating, directly or indirectly, to the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
5. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it and its staff and for their activities in
connection with its portfolio management duties under this Agreement. The
Manager or the Trust shall be responsible for all the expenses of the Trust's
operations including, but not limited to:
(a) the fees and expenses of Trustees who are not interested persons
of the Manager or of the Trust;
(b) the fees and expenses of each Series which relate to (A) the
custodial function and the recordkeeping connected therewith, (B) the
maintenance of the required accounting records of the Series not being
maintained by the Manager, (C) the pricing of the Series' Shares, including the
cost of any pricing service or services which may be retained pursuant to the
authorization of the Trustees of the Trust, and (D) for both mail and wire
orders, the cashiering function in connection with the issuance and redemption
of the Series' Shares;
(c) the fees and expenses of the Trust's transfer and dividend
disbursing agent, which may be the custodian, which relate to the maintenance of
each shareholder account;
(d) the charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal and compliance
department) and independent accountants for the Trust;
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(e) brokers' commissions and any issue or transfer taxes chargeable
to the Trust in connection with its securities transactions on behalf of the
Series;
(f) all taxes and business fees payable by the Trust or the Series
to federal, state or other governmental agencies;
(g) the fees of any trade association of which the Trust may be a
member;
(h) the cost of share certificates representing Series Shares;
(i) the fees and expenses involved in registering and maintaining
registrations of the Trust and of its Shares with the Commission, registering
the Trust as a broker or dealer and qualifying its Shares under state securities
laws, including the preparation and printing of the Trust's registration
statements and prospectuses for filing under federal and state securities laws
for such purposes;
(j) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing reports to shareholders in the amount necessary
for distribution to the shareholders;
(k) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business; and
(l) any expenses assumed by the Series pursuant to a Plan of
Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.
6. Compensation. For the services provided, the Manager will pay the
Sub-Adviser a fee, payable monthly, as described on Schedule A.
7. Seed Money. The Manager agrees that the Sub-Adviser shall not be
responsible for providing money for the initial capitalization of the Series.
8. Compliance.
(a) The Sub-Adviser agrees that it shall immediately notify the
Manager and the Trust (1) in the event that the SEC has censured the
Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (2)
upon having a reasonable basis for believing that the Series has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the
Manager and the Trust immediately of any material fact known to the Sub-Adviser
respecting or relating to the Sub-Adviser that is not contained in the
Registration Statement or prospectus for the Trust, or any amendment or
supplement thereto, or of any statement contained therein that becomes untrue in
any material respect.
(b) The Manager agrees that it shall immediately notify the
Sub-Adviser (1) in the event that the SEC has censured the Manager or the Trust;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Manager's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, (2) upon having a
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reasonable basis for believing that the Series has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code.
9. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Series are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Manager's request, although the Sub-Adviser may, at its own expense, make and
retain a copy of such records. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-l under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified in the
Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC) in
connection with any investigation or inquiry relating to this Agreement or the
Trust.
11. Representations Respecting Sub-Adviser. The Manager and the
Trust agree that neither the Trust, the Manager, nor affiliated persons of the
Trust or the Manager shall give any information or make any representations or
statements in connection with the sale of shares of the Series concerning the
Sub-Adviser or the Series other than the information or representations
contained in the Registration Statement, prospectus, or statement of additional
information for the Trust shares, as they may be amended or supplemented from
time to time, or in reports or proxy statements for the Trust, or in sales
literature or other promotional material approved in advance by the Sub-Adviser,
except with the prior permission of the Sub-Adviser. The parties agree that in
the event that the Manager or an affiliated person of the Manager sends sales
literature or other promotional material to the Sub-Adviser for its approval and
the Sub-Adviser has not commented within three (3) days, the Manager and its
affiliated persons may use and distribute such sales literature or other
promotional material, although, in such event, the Sub-Adviser shall not be
deemed to have approved of the contents of such sales literature or other
promotional material.
12. Control. Notwithstanding any other provision of the Agreement,
it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to
this Agreement and reserve the right to direct, approve, or disapprove any
action hereunder taken on its behalf by the Sub-Adviser.
13. Exclusivity. The Sub-Adviser agrees that neither the
Sub-Adviser, nor any affiliate of the Sub-Adviser, will enter into any
management, advisory, or sub-advisory relationship with any investment company
registered with the SEC, or series thereof, (the shares of which are sold
primarily in the United States with a sales load through public retail
distribution channels) having substantially the same investment objectives and
policies as the Series, without the express written approval of the Manager. The
Sub-Adviser agrees to such exclusivity contingent upon the condition that within
twelve (12) months from the date of commencement of operations of the Series
(the "Commencement Date") the Series has assets of $100 million and within
thirty-six (36) months from the Commencement Date, has assets of $250 million.
Any and all management, advisory, sub-advisory or other relationships or
agreements that the Sub-Adviser or its affiliates have entered into or may enter
into in the future in connection with the Series and any and all management,
advisory, sub-advisory or other relationships or agreements that the Sub-Adviser
or its affiliates have entered into prior to the date of this Agreement are
specifically exempted from the application of this section 13.
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14. Liability. Except as may otherwise be required by the 1940 Act
or the rules thereunder or other applicable law, the Trust and the Manager agree
that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act controls the
Sub-Adviser shall not be liable for, or subject to any damages, expenses, or
losses in connection with, any act or omission connected with or arising out of
any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties, or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
15. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, the Internal Revenue Code, under any other statute, at common law
or otherwise, arising out of the Manager's responsibilities to the Trust which
(1) may be based upon any misfeasance, malfeasance, or nonfeasance by the
Manager, any of its employees or representatives or any affiliate of or any
person acting on behalf of the Manager or (2) may be based upon any untrue
statement or alleged untrue statement of a material fact supplied by, or which
is the responsibility of, the Manager and contained in the Registration
Statement or prospectus covering shares of the Trust or a Series, or any
amendment thereof or any supplement thereto, or the omission or alleged omission
to state therein a material fact known or which should have been known to the
Manager and was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon information furnished to the Manager or the Trust or to any
affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided
however, that in no case shall the indemnity in favor of the Sub-Adviser
Indemnified Person be deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reason of its reckless disregard of obligations and duties under this
Agreement.
(b) Notwithstanding Section 14 of this Agreement, the Sub-Adviser
agrees to indemnify and hold harmless the Manager, any affiliated person of the
Manager, and each person, if any, who, within the meaning of Section 15 of the
1933 Act, controls ("controlling person") the Manager (all of such persons being
referred to as "Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which a Manager Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute,
at common law or otherwise, arising out of the Sub-Adviser's responsibilities as
Sub-Adviser of the Series which (1) may be based upon any misfeasance,
malfeasance, or nonfeasance by the Sub-Adviser, any of its employees or
representatives, or any affiliate of or any person acting on behalf of the
Sub-Adviser, (2) may be based upon a failure to comply with Section 2, Paragraph
(a) of this Agreement, or (3) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
prospectus covering the shares of the Trust or a Series, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact known or which should have been known to the Sub-Adviser and was
required to be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance upon
information furnished to the Manager, the Trust, or any affiliated person of the
Manager or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser;
provided, however, that in no case
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shall the indemnity in favor of a Manager Indemnified Person be deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this
Section 15 with respect to any claim made against a Sub-Adviser Indemnified
Person unless such Sub-Adviser Indemnified Person shall have notified the
Manager in writing within a reasonable time after the summons, notice, or other
first legal process or notice giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such
Sub-Adviser Indemnified Person shall have received notice of such service on any
designated agent), but failure to notify the Manager of any such claim shall not
relieve the Manager from any liability which it may have to the Sub-Adviser
Indemnified Person against whom such action is brought otherwise than on account
of this Section 15. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Manager will be entitled to participate, at its own
expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified
Person, to assume the defense thereof, with counsel satisfactory to the
Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such
action and the selection of counsel by the Manager to represent both the Manager
and the Sub-Adviser Indemnified Person would result in a conflict of interests
and therefore, would not, in the reasonable judgment of the Sub-Adviser
Indemnified Person, adequately represent the interests of the Sub-Adviser
Indemnified Person, the Manager will, at its own expense, assume the defense
with counsel to the Manager and, also at its own expense, with separate counsel
to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory to
the Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser
Indemnified Person shall bear the fees and expenses of any additional counsel
retained by it, and the Manager shall not be liable to the Sub-Adviser
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Sub-Adviser Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The Manager shall not have the right to compromise on, or settle
the litigation, without the prior written consent of the Sub-Adviser Indemnified
Person if the compromise or settlement results, or may result, in a finding of
wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 15 with respect to any claim made against a Manager Indemnified Person
unless such Manager Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons, notice, or other first legal
process or notice giving information of the nature of the claim shall have been
served upon such Manager Indemnified Person (or after such Manager Indemnified
Person shall have received notice of such service on any designated agent), but
failure to notify the Sub-Adviser of any such claim shall not relieve the
Sub-Adviser from any liability which it may have to the Manager Indemnified
Person against whom such action is brought otherwise than on account of this
Section 15. In case any such action is brought against the Manager Indemnified
Person, the Sub-Adviser will be entitled to participate, at its own expense, in
the defense thereof or, after notice to the Manager Indemnified Person, to
assume the defense thereof, with counsel satisfactory to the Manager Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the
selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and
the Manager Indemnified Person would result in a conflict of interests and
therefore, would not, in the reasonable judgment of the Manager Indemnified
Person, adequately represent the interests of the Manager Indemnified Person,
the Sub-Adviser will, at its own expense, assume the defense with counsel to the
Sub-Adviser and, also at its own expense, with separate counsel to the Manager
Indemnified Person which counsel shall be satisfactory to the Sub-Adviser and to
the Manager Indemnified Person. The Manager Indemnified Person shall bear the
fees and expenses of
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any additional counsel retained by it, and the Sub-Adviser shall not be liable
to the Manager Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Manager Indemnified Person independently
in connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation without the prior written consent of the Manager
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Manager Indemnified Person.
16. Duration and Termination. This Agreement shall become effective
on the date first indicated above. Unless terminated as provided herein, the
Agreement shall remain in full force and effect for two (2) years from the date
first indicated above and continue on an annual basis thereafter with respect to
the Series; provided that such annual continuance is specifically approved each
year by (a) the vote of a majority of the entire Board of Trustees of the Trust,
or by the vote of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Series, and (b) the vote of a majority of those Trustees
who are not parties to this Agreement or interested persons (as such term is
defined in the 1940 Act) of any such party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Adviser shall
not provide any services for a Series or receive any fees on account of such
Series with respect to which this Agreement is not approved as described in the
preceding sentence. However, any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the 1940 Act) of a Series
shall be effective to continue this Agreement with respect to the Series
notwithstanding (i) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Series or (ii) that this
agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. Notwithstanding the foregoing, this Agreement may
be terminated for each or any Series hereunder: (a) by the Manager at any time
without penalty, upon sixty (60) days' written notice to the Sub-Adviser and the
Trust, (b) at any time without payment of any penalty by the Trust, upon the
vote of a majority of the Trust's Board of Trustees or a majority of the
outstanding voting securities of each Series, upon sixty (60) days' written
notice to the Manager and the Sub-Adviser, or (c) by the Sub-Adviser at any time
without penalty, upon sixty (60) days' written notice to the Manager and the
Trust. In the event of termination for any reason, all records of each Series
for which the Agreement is terminated shall promptly be returned to the Manager
or the Trust, free from any claim or retention of rights in such record by the
Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. The Agreement shall automatically terminate in the event
of its assignment (as such term is described in the 1940 Act). In the event this
Agreement is terminated or is not approved in the manner described above, the
sections numbered 2(f), 9, 10, 11, 14, 15, and 18 of this Agreement shall remain
in effect, as well as any applicable provision of this section 16.
17. Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Series, and (ii) the Trustees of the Trust,
including a majority of the Trustees of the Trust who are not interested persons
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, if such approval is required by applicable
law.
18. Use of Name.
(a) It is understood that the name MainStay or any derivative
thereof or logo associated with that name is the valuable property of the
Manager and/or its affiliates, and that the Sub-Adviser has the right to use
such name (or derivative or logo) only with the approval of the Manager and only
so long
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as the Manager is Manager to the Trust and/or the Series. Upon termination of
the Management Agreement between the Trust and the Manager, the Sub-Adviser
shall forthwith cease to use such name (or derivative or logo).
(b) It is understood that the name John A. Levin & Co., Inc. or any
derivative thereof or logo associated with that name is the valuable property of
the Sub-Adviser and its affiliates and that the Trust and/or the Series have the
right to use such name (or derivative or logo) in offering materials of the
Trust with the approval of the Sub-Adviser and for so long as the Sub-Adviser is
a Sub-Adviser to the Trust and/or the Series. Upon termination of this Agreement
between the Trust, the Manager, and the Sub-Adviser, the Trust shall forthwith
cease to use such name (or derivative or logo).
19. Amended and Restated Declaration of Trust. A copy of the Amended
and Restated Declaration of Trust for the Trust is on file with the Secretary of
The Commonwealth of Massachusetts. The Amended and Restated Declaration of Trust
has been executed on behalf of the Trust by the Trustees of the Trust in their
capacity as Trustees of the Trust and not individually. The obligations of this
Agreement shall be binding upon the assets and property of the Trust and shall
not be binding upon any Trustee, officer, or shareholder of the Trust
individually.
20. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at One Rockefeller Plaza, 25th Floor, New York, New York 10020.
21. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of New
York, provided that nothing herein shall be construed in a manner inconsistent
with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.
The term "affiliate" or "affiliated person" as used in this Agreement shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.
(b) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
(c) To the extent permitted under section 16 of this Agreement, this
Agreement may only be assigned by any party with the prior written consent of
the other parties.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the
Sub-Adviser as an agent of the Manager, or constituting the Manager as an agent
of the Sub-Adviser.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the day and year first above written.
MAINSTAY MANAGEMENT, INC.
Illegible /s/ Stephen C. Roussin
___________________________________ By:___________________________________
Attest
Assistant Vice President President & CEO
___________________________________ ______________________________________
Title Title
JOHN A. LEVIN & CO., INC.
/s/ Norris Nissom /s/ Jessica M. Bibliowicz
___________________________________ By:___________________________________
Attest
Director of Legal Affairs President and Chief Operative Officer
___________________________________ ______________________________________
Title Title
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<PAGE> 12
SCHEDULE A
SERIES ANNUAL RATE*
Research Value Fund .425% up to $250 million; .3825% from $250 million to
$500 million; and .34% in excess of $500 million.
* of Series' average daily net assets
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Exhibit d(2)(f)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 31 day of May, 1998 between MainStay Management
Inc., a Delaware corporation (the "Manager"), on behalf of The MainStay Funds
(the "Trust"), and Dalton, Greiner, Hartman, Maher & Co., a Delaware general
partnership (the "Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Trust is authorized to issue separate series, each of which
will offer a separate class of shares of beneficial interest, each series having
its own investment objective or objectives, policies, and limitations;
WHEREAS, the Trust currently offers shares in multiple series, may offer
shares of additional series in the future, and intends to offer shares of
additional series in the future;
WHEREAS, the Manager has entered into a Management Agreement, dated
October 27, 1997 (the "Management Agreement") with the Trust, on behalf of its
series;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager wishes to retain the Sub-Adviser to furnish certain
investment advisory services to one or more of the series of the Trust, and the
Sub-Adviser is willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Trust, the Manager,
and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints Dalton, Greiner,
Hartman, Maher & Co. to act as sub-adviser to the Series designated on Schedule
A of this Agreement (the "Series") for the periods and on the terms set forth in
this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
In the event the Trust designates one or more series other than the
Series with respect to which the Trust and the Manager wish to retain the
Sub-Adviser to render investment advisory services hereunder, they shall notify
the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Trust and Manager in writing, whereupon such
series shall become a Series hereunder, and be subject to this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the
Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a
continuous investment program for the Series' portfolio. The Sub-Adviser will
provide investment research and conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Series' assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Series, when these transactions should be executed,
and what portion of the assets of the Series should be held in the
<PAGE> 2
various securities and other investments in which it may invest, and the
Sub-Adviser is hereby authorized to execute and perform such services on behalf
of the Series. The Sub-Adviser will provide the services under this Agreement in
accordance with the Series' investment objective or objectives, policies, and
restrictions as stated in the Trust's Registration Statement filed with the
Securities and Exchange Commission ("SEC"), as amended, copies of which shall be
sent to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as
follows:
(a) The Sub-Adviser will take all steps necessary to manage the
Series so that it will qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
(b) The Sub-Adviser will conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Board of
Trustees of which the Sub-Adviser has been sent a copy, and the provisions of
the Registration Statement of the Trust under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended, of which the
Sub-Adviser has received a copy.
(c) On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Series as well as of other
investment advisory clients of the Sub-Adviser or any of its affiliates, the
Sub-Adviser may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or purchased
with those of its other clients where such aggregation is not inconsistent with
the policies set forth in the Registration Statement. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in a manner that is fair and
equitable in the judgment of the Sub-Adviser in the exercise of its fiduciary
obligations to the Trust and to such other clients, subject to review by the
Manager and the Board of Trustees.
(d) In connection with the purchase and sale of securities for the
Series, the Sub-Adviser will arrange for the transmission to the custodian and
portfolio accounting agent for the Series on a daily basis, such confirmation,
trade tickets, and other documents and information, including, but not limited
to, Cusip, Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Series, as may be reasonably necessary to enable the
custodian and portfolio accounting agent to perform its administrative and
recordkeeping responsibilities with respect to the Series. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian and portfolio accounting
agent.
(e) The Sub-Adviser will monitor on a daily basis the determination
by the portfolio accounting agent for the Trust of the valuation of portfolio
securities and other investments of the Series. The Sub-Adviser will assist the
custodian and portfolio accounting agent for the Trust in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement for the Trust, the value of any portfolio securities or
other assets of the Series for which the custodian and portfolio accounting
agent seeks assistance from, or identifies for review by, the Sub-Adviser.
(f) The Sub-Adviser will make available to the Trust and the
Manager, promptly upon request, all of the Series' investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the custodian or portfolio accounting agent for the Trust)
as are necessary to assist the Trust and the Manager to comply with requirements
of the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as
well as other applicable laws. The Sub-Adviser will furnish to regulatory
authorities having the requisite authority any information or
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<PAGE> 3
reports in connection with such services which may be requested in order to
ascertain whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
(g) The Sub-Adviser will provide reports to the Trust's Board of
Trustees for consideration at meetings of the Board on the investment program
for the Series and the issuers and securities represented in the Series'
portfolio, and will furnish the Trust's Board of Trustees with respect to the
Series such periodic and special reports as the Trustees and the Manager may
reasonably request.
(h) In rendering the services required under this Agreement, the
Sub-Adviser may, from time to time, employ or associate with itself such person
or persons as it believes necessary to assist it in carrying out its obligations
under this Agreement. However, the Sub-Adviser may not retain as sub-adviser any
company that would be an "investment adviser," as that term is defined in the
1940 Act, to the Series unless the contract with such company is approved by a
majority of the Trust's Board of Trustees and a majority of Trustees who are not
parties to any agreement or contract with such company and who are not
"interested persons," as defined in the 1940 Act, of the Trust, the Manager, or
the Sub-Adviser, or any such company that is retained as sub-adviser, and is
approved by the vote of a majority of the outstanding voting securities of the
applicable Series of the Trust to the extent required by the 1940 Act. The
Sub-Adviser shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Sub-Adviser, any sub-adviser that
the Sub-Adviser has employed or with which it has associated with respect to the
Series, or any employee thereof has not, to the best of the Sub-Adviser's
knowledge, in any material connection with the handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony
or misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, involving violations of
Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the
purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the
last ten (10) years, to have violated or to have acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or knowing
misrepresentation; or
(iii) been found by any federal or state regulatory
authorities, within the last ten (10) years, to have violated or to have
acknowledged violation of any provision of federal or state securities laws
involving fraud, deceit, or knowing misrepresentation.
3. Broker-Dealer Selection. The Sub-Adviser is responsible for
decisions to buy and sell securities and other investments for the Series'
portfolio, broker-dealer selection, and negotiation of brokerage commission
rates. The Sub-Adviser's primary consideration in effecting a security
transaction will be to obtain the best execution for the Series, taking into
account the factors specified in the prospectus and/or statement of additional
information for the Trust, which include price (including the applicable
brokerage commission or dollar spread), the size of the order, the nature of the
market for the security, the timing of the transaction, the reputation, the
experience and financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution capabilities and
operational facilities of the firm involved, and the firm's risk in positioning
a block of securities. Accordingly, the price to the Series in any transaction
may be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Sub-Adviser in the
exercise of its fiduciary obligations to the Trust, by other aspects of the
portfolio execution services offered. Subject to such policies as the Board of
Trustees may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted
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<PAGE> 4
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Series to pay a broker-dealer for
effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser or its affiliate determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either that particular transaction or the Sub-Adviser's or its affiliate's
overall responsibilities with respect to the Series and to their other clients
as to which they exercise investment discretion. To the extent consistent with
these standards and with the Trust's Procedures for Securities Transactions with
Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser is further authorized
to allocate the orders placed by it on behalf of the Series to the Sub-Adviser
if it is registered as a broker-dealer with the SEC, to its affiliated
broker-dealer, or to such brokers and dealers who also provide research or
statistical material, or other services to the Series, the Sub-Adviser, or an
affiliate of the Sub-Adviser. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine consistent with the above
standards, and the Sub-Adviser will report on said allocation regularly to the
Board of Trustees of the Trust indicating the broker-dealers to which such
allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the
post-effective amendment to the Registration Statement for the Trust filed with
the Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the disclosure
about the Sub-Adviser or information relating, directly or indirectly, to the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
5. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it and its staff and for their activities in
connection with its portfolio management duties under this Agreement. The
Manager or the Trust shall be responsible for all the expenses of the Trust's
operations including, but not limited to:
(a) the fees and expenses of Trustees who are not interested persons
of the Manager or of the Trust;
(b) the fees and expenses of each Series which relate to (A) the
custodial function and the recordkeeping connected therewith, (B) the
maintenance of the required accounting records of the Series not being
maintained by the Manager, (C) the pricing of the Series' Shares, including the
cost of any pricing service or services which may be retained pursuant to the
authorization of the Trustees of the Trust, and (D) for both mail and wire
orders, the cashiering function in connection with the issuance and redemption
of the Series' Shares;
(c) the fees and expenses of the Trust's transfer and dividend
disbursing agent, which may be the custodian, which relate to the maintenance of
each shareholder account;
(d) the charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal and compliance
department) and independent accountants for the Trust;
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<PAGE> 5
(e) brokers' commissions and any issue or transfer taxes chargeable
to the Trust in connection with its securities transactions on behalf of the
Series;
(f) all taxes and business fees payable by the Trust or the Series
to federal, state or other governmental agencies;
(g) the fees of any trade association of which the Trust may be a
member;
(h) the cost of share certificates representing Series Shares;
(i) the fees and expenses involved in registering and maintaining
registrations of the Trust and of its Shares with the Commission, registering
the Trust as a broker or dealer and qualifying its Shares under state securities
laws, including the preparation and printing of the Trust's registration
statements and prospectuses for filing under federal and state securities laws
for such purposes;
(j) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing reports to shareholders in the amount necessary
for distribution to the shareholders;
(k) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business; and
(l) any expenses assumed by the Series pursuant to a Plan of
Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.
6. Compensation. For the services provided, the Manager will pay the
Sub-Adviser a fee, payable monthly, as described on Schedule A.
7. Seed Money. The Manager agrees that the Sub-Adviser shall not be
responsible for providing money for the initial capitalization of the Series.
8. Compliance.
(a) The Sub-Adviser agrees that it shall immediately notify the
Manager and the Trust (1) in the event that the SEC has censured the
Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (2)
upon having a reasonable basis for believing that the Series has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the
Manager and the Trust immediately of any material fact known to the Sub-Adviser
respecting or relating to the Sub-Adviser that is not contained in the
Registration Statement or prospectus for the Trust, or any amendment or
supplement thereto, or of any statement contained therein that becomes untrue in
any material respect.
(b) The Manager agrees that it shall immediately notify the
Sub-Adviser (1) in the event that the SEC has censured the Manager or the Trust;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Manager's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, (2) upon having a
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<PAGE> 6
reasonable basis for believing that the Series has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code.
9. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Series are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Manager's request, although the Sub-Adviser may, at its own expense, make and
retain a copy of such records. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-l under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified in the
Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC) in
connection with any investigation or inquiry relating to this Agreement or the
Trust.
11. Representations Respecting Sub-Adviser. The Manager and the
Trust agree that neither the Trust, the Manager, nor affiliated persons of the
Trust or the Manager shall give any information or make any representations or
statements in connection with the sale of shares of the Series concerning the
Sub-Adviser or the Series other than the information or representations
contained in the Registration Statement, prospectus, or statement of additional
information for the Trust shares, as they may be amended or supplemented from
time to time, or in reports or proxy statements for the Trust, or in sales
literature or other promotional material approved in advance by the Sub-Adviser,
except with the prior permission of the Sub-Adviser. The parties agree that in
the event that the Manager or an affiliated person of the Manager sends sales
literature or other promotional material to the Sub-Adviser for its approval and
the Sub-Adviser has not commented within three (3) days, the Manager and its
affiliated persons may use and distribute such sales literature or other
promotional material, although, in such event, the Sub-Adviser shall not be
deemed to have approved of the contents of such sales literature or other
promotional material.
12. Control. Notwithstanding any other provision of the Agreement,
it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to
this Agreement and reserve the right to direct, approve, or disapprove any
action hereunder taken on its behalf by the Sub-Adviser.
13. Exclusivity. The Sub-Adviser agrees that neither the
Sub-Adviser, nor any affiliate of the Sub-Adviser, will enter into any
management, advisory, or sub-advisory relationship with any investment company
registered with the SEC, or series thereof, (the shares of which are sold
primarily in the United States with a sales load through public retail
distribution channels) having substantially the same investment objectives and
policies as the Series and which utilizes the Sub-Adviser's personnel or the
same proprietary securities selection process used for the Series, (a "Competing
Fund") without the express written approval of the Manager. The Sub-Adviser
agrees to such exclusivity contingent upon the condition that within twelve (12)
months from the date of commencement of operations of the Series (the
"Commencement Date") the Series has assets of $100 million and within thirty-six
(36) months from the Commencement Date, has assets of $250 million. Any and all
management, advisory, sub-advisory or other relationships or agreements that the
Sub-Adviser or its affiliates have entered into or may enter into in the future
in connection with the Series and any and all management, advisory, sub-advisory
or other relationships or agreements that the Sub-Adviser or its affiliates have
entered into prior to the date of this Agreement are specifically exempted from
the application of this section 13. In
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addition, if the Sub-Adviser or any of its affiliates acquires an investment
adviser, after the date of this Agreement, and such investment adviser serves,
at that time, as the investment adviser to a Competing Fund, that Competing Fund
shall be exempted from the application of this Section 13; provided that the
Sub-Adviser does not dedicate any of its personnel resources or the proprietary
securities selection process used for the Series to the management of that
Competing Fund.
14. Liability. Except as may otherwise be required by the 1940 Act
or the rules thereunder or other applicable law, the Trust and the Manager agree
that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act controls the
Sub-Adviser shall not be liable for, or subject to any damages, expenses, or
losses in connection with, any act or omission connected with or arising out of
any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties, or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
15. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, the Internal Revenue Code, under any other statute, at common law
or otherwise, (1) arising in connection with the Sub-Adviser's service to the
Trust or (2) based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or prospectus covering
shares of the Trust or a Series, or any amendment thereof or any supplement
thereto, or the omission or alleged omission to state therein a material fact
known or which should have been known to the Manager and was required to be
stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon information
furnished to the Manager or the Trust or to any affiliated person of the Manager
by a Sub-Adviser Indemnified Person; provided however, that in no case shall the
indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect
such person against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard of obligations
and duties under this Agreement.
(b) Notwithstanding Section 14 of this Agreement, the Sub-Adviser
agrees to indemnify and hold harmless the Manager, any affiliated person of the
Manager, and each person, if any, who, within the meaning of Section 15 of the
1933 Act, controls ("controlling person") the Manager (all of such persons being
referred to as "Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which a Manager Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute,
at common law or otherwise, arising out of the Sub-Adviser's responsibilities as
Sub-Adviser of the Series which (1) may be based upon any misfeasance,
malfeasance, or nonfeasance by the Sub-Adviser, any of its employees or
representatives, or any affiliate of or any person acting on behalf of the
Sub-Adviser, (2) may be based upon a failure to comply with Section 2, Paragraph
(a) of this Agreement, or (3) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
prospectus covering the shares of the Trust or a Series, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact
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<PAGE> 8
known or which should have been known to the Sub-Adviser and was required to be
stated therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon information furnished to
the Manager, the Trust, or any affiliated person of the Manager or Trust by the
Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that
in no case shall the indemnity in favor of a Manager Indemnified Person be
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this
Section 15 with respect to any claim made against a Sub-Adviser Indemnified
Person unless such Sub-Adviser Indemnified Person shall have notified the
Manager in writing within a reasonable time after the summons, notice, or other
first legal process or notice giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such
Sub-Adviser Indemnified Person shall have received notice of such service on any
designated agent), but failure to notify the Manager of any such claim shall not
relieve the Manager from any liability which it may have to the Sub-Adviser
Indemnified Person against whom such action is brought otherwise than on account
of this Section 15. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Manager will be entitled to participate, at its own
expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified
Person, to assume the defense thereof, with counsel satisfactory to the
Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such
action and the selection of counsel by the Manager to represent both the Manager
and the Sub-Adviser Indemnified Person would result in a conflict of interests
and therefore, would not, in the reasonable judgment of the Sub-Adviser
Indemnified Person, adequately represent the interests of the Sub-Adviser
Indemnified Person, the Manager will, at its own expense, assume the defense
with counsel to the Manager and, also at its own expense, with separate counsel
to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory to
the Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser
Indemnified Person shall bear the fees and expenses of any additional counsel
retained by it, and the Manager shall not be liable to the Sub-Adviser
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Sub-Adviser Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The Manager shall not have the right to compromise on, or settle
the litigation, without the prior written consent of the Sub-Adviser Indemnified
Person if the compromise or settlement results, or may result, in a finding of
wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 15 with respect to any claim made against a Manager Indemnified Person
unless such Manager Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons, notice, or other first legal
process or notice giving information of the nature of the claim shall have been
served upon such Manager Indemnified Person (or after such Manager Indemnified
Person shall have received notice of such service on any designated agent), but
failure to notify the Sub-Adviser of any such claim shall not relieve the
Sub-Adviser from any liability which it may have to the Manager Indemnified
Person against whom such action is brought otherwise than on account of this
Section 15. In case any such action is brought against the Manager Indemnified
Person, the Sub-Adviser will be entitled to participate, at its own expense, in
the defense thereof or, after notice to the Manager Indemnified Person, to
assume the defense thereof, with counsel satisfactory to the Manager Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the
selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and
the Manager Indemnified Person would result in a conflict of interests and
therefore, would not, in the reasonable judgment of the Manager Indemnified
Person,
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adequately represent the interests of the Manager Indemnified Person, the
Sub-Adviser will, at its own expense, assume the defense with counsel to the
Sub-Adviser and, also at its own expense, with separate counsel to the Manager
Indemnified Person which counsel shall be satisfactory to the Sub-Adviser and to
the Manager Indemnified Person. The Manager Indemnified Person shall bear the
fees and expenses of any additional counsel retained by it, and the Sub-Adviser
shall not be liable to the Manager Indemnified Person under this Agreement for
any legal or other expenses subsequently incurred by the Manager Indemnified
Person independently in connection with the defense thereof other than
reasonable costs of investigation. The Sub-Adviser shall not have the right to
compromise on or settle the litigation without the prior written consent of the
Manager Indemnified Person if the compromise or settlement results, or may
result in a finding of wrongdoing on the part of the Manager Indemnified Person.
16. Duration and Termination. This Agreement shall become effective
on the date first indicated above. Unless terminated as provided herein, the
Agreement shall remain in full force and effect for two (2) years from the date
first indicated above and continue on an annual basis thereafter with respect to
the Series; provided that such annual continuance is specifically approved each
year by (a) the vote of a majority of the entire Board of Trustees of the Trust,
or by the vote of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Series, and (b) the vote of a majority of those Trustees
who are not parties to this Agreement or interested persons (as such term is
defined in the 1940 Act) of any such party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Adviser shall
not provide any services for a Series or receive any fees on account of such
Series with respect to which this Agreement is not approved as described in the
preceding sentence. However, any approval of this Agreement by the holders of a
majority of the outstanding shares (as defined in the 1940 Act) of a Series
shall be effective to continue this Agreement with respect to the Series
notwithstanding (i) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Series or (ii) that this
agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. Notwithstanding the foregoing, this Agreement may
be terminated for each or any Series hereunder: (a) by the Manager at any time
without penalty, upon sixty (60) days' written notice to the Sub-Adviser and the
Trust, (b) at any time without payment of any penalty by the Trust, upon the
vote of a majority of the Trust's Board of Trustees or a majority of the
outstanding voting securities of each Series, upon sixty (60) days' written
notice to the Manager and the Sub-Adviser, or (c) by the Sub-Adviser at any time
without penalty, upon sixty (60) days' written notice to the Manager and the
Trust. In the event of termination for any reason, all records of each Series
for which the Agreement is terminated shall promptly be returned to the Manager
or the Trust, free from any claim or retention of rights in such record by the
Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. The Agreement shall automatically terminate in the event
of its assignment (as such term is described in the 1940 Act). In the event this
Agreement is terminated or is not approved in the manner described above, the
sections numbered 2(f), 9, 10, 11, 14, 15, and 18 of this Agreement shall remain
in effect, as well as any applicable provision of this section 16.
17. Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Series, and (ii) the Trustees of the Trust,
including a majority of the Trustees of the Trust who are not interested persons
of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, if such approval is required by applicable
law.
-9-
<PAGE> 10
18. Use of Name.
(a) It is understood that the name MainStay or any derivative
thereof or logo associated with that name is the valuable property of the
Manager and/or its affiliates, and that the Sub-Adviser has the right to use
such name (or derivative or logo) only with the approval of the Manager and only
so long as the Manager is Manager to the Trust and/or the Series. Upon
termination of the Management Agreement between the Trust and the Manager, the
Sub-Adviser shall forthwith cease to use such name (or derivative or logo).
(b) It is understood that the name Dalton, Greiner, Hartman, Maher &
Co. or any derivative thereof or logo associated with that name is the valuable
property of the Sub-Adviser and its affiliates and that the Trust and/or the
Series have the right to use such name (or derivative or logo) in offering
materials of the Trust with the approval of the Sub-Adviser and for so long as
the Sub-Adviser is a Sub-Adviser to the Trust and/or the Series. Upon
termination of this Agreement between the Trust, the Manager, and the
Sub-Adviser, the Trust shall forthwith cease to use such name (or derivative or
logo).
19. Amended and Restated Declaration of Trust. A copy of the Amended
and Restated Declaration of Trust for the Trust is on file with the Secretary of
The Commonwealth of Massachusetts. The Amended and Restated Declaration of Trust
has been executed on behalf of the Trust by the Trustees of the Trust in their
capacity as Trustees of the Trust and not individually. The obligations of this
Agreement shall be binding upon the assets and property of the Trust and shall
not be binding upon any Trustee, officer, or shareholder of the Trust
individually.
20. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at 1100 Fifth Avenue South, Suite 301, Naples, Florida 34102.
21. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of
[New York], provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder. The term "affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of the
1940 Act.
(b) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
(c) To the extent permitted under section 16 of this Agreement, this
Agreement may only be assigned by any party with the prior written consent of
the other parties.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the
Sub-Adviser as an agent of the Manager, or constituting the Manager as an agent
of the Sub-Adviser.
-10-
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the day and year first above written.
MAINSTAY MANAGEMENT, INC.
Illegible /s/ Stephen C. Roussin
___________________________________ By:___________________________________
Attest
Assistant Vice President President & CEO
___________________________________ ______________________________________
Title Title
DALTON, GREINER, HARTMAN, MAHER & CO.
/s/ Dolores A. Casaletto /s/ Timothy G. Dalton, Jr.
___________________________________ By:___________________________________
Attest
Office Manager Chairman
___________________________________ ______________________________________
Title Title
-11-
<PAGE> 12
SCHEDULE A
SERIES ANNUAL RATE*
Small Cap Value Fund .50% up to $250 million; .45% from $250 million to
$500 million; and .40% in excess of $500 million.
* of Series' average daily net assets
-12-
<PAGE> 1
Exhibit d(2)(g)
SUB-ADVISORY AGREEMENT
EQUITY INDEX FUND
Agreement made as of October 27, 1997 (the "Agreement") between MainStay
Management, Inc., a Delaware corporation (the "Manager"), and Monitor Capital
Advisors, Inc., a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Manager has entered into a Management Agreement, dated
October 21, 1997 (the "Management Agreement") with The MainStay Funds (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the
MainStay Equity Index Fund (the "Fund"), a series of the Trust;
WHEREAS, under the Management Agreement, the Manager has agreed to provide
certain investment advisory and related administrative services to the Fund;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager desires to retain the Sub-Adviser to furnish certain
investment advisory services with respect to the Fund and the Sub-Adviser is
willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Fund for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to the supervision of the Board of
Trustees of the Trust and the Manager, the Sub-Adviser shall manage the
investment operations of the Fund and the composition of the portfolio of the
Fund, including the purchase, retention and disposition of securities therein in
accordance with the investment objectives, policies and restrictions of the
Fund, as specified in the currently effective Prospectus (as hereinafter
defined) and subject to the following understandings:
(a) The Sub-Adviser shall provide supervision of the Fund's
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by the Fund, and what portion of the Fund's
assets will be invested or held uninvested as cash.
(b) The Sub-Adviser shall use its best judgment in the performance
of its duties under this Agreement.
<PAGE> 2
(c) The Sub-Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the Declaration
of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and
with the instructions and directions of the Board of Trustees and the Manager
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal and state laws and regulations.
(d) The Sub-Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Board of Trustees may direct from time to time. It is recognized that, in
providing the Fund with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which
other clients of the Sub-Adviser may be a party. It is understood that none of
the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for
allocation of the Fund's investment transaction business. It is also understood
that it is desirable for the Fund that the Sub-Adviser have access to
supplemental investment and market research and security and economic analyses
provided by certain brokers who may execute brokerage transactions at a higher
cost to the Fund than may result when allocating brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution.
Therefore, the Sub-Adviser is authorized to place orders for the purchase and
sale of securities for the Fund with such certain brokers, subject to review by
the Trust's Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with its services to
other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be so sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.
(e) The Sub-Adviser shall maintain all books and records with
respect to the Fund's securities transactions required by sub-paragraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any
other books and records required to be maintained by it under the 1940 Act and
the Rules thereunder and shall render to the Manager and to the Trust's Trustees
such periodic and special reports as the Manager or the Trustees may reasonably
request.
-2-
<PAGE> 3
(f) The Sub-Adviser shall provide the Fund's Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing instructions.
3. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit any
of its directors, officers and employees who may be elected or appointed as
Trustees or officers of the Trust to serve in the capacities in which they are
elected or appointed. Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of such directors,
officers, or employees.
4. Books and Records. The Sub-Adviser shall keep the Fund's books and
records required to be maintained by it, pursuant to paragraph 2 hereof. The
Sub-Adviser agrees that all records which it maintains for the Fund are the
property of the Fund, and it will surrender promptly to the Fund any of such
records upon the Fund's request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 as promulgated by the Securities and
Exchange Commission (the "Commission") under the 1940 Act any such records as
are required to be maintained by the Sub-Adviser pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar or different services to others so long as its services under
this Agreement are not impaired thereby.
6. Documents. The Manager has delivered to the Sub-Adviser copies of each
of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust of the Trust, filed with the Secretary of
The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-lA (the "Registration Statement"), as filed with
the Commission relating to the Fund and the Fund's Shares and all amendments
thereto;
(f) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and
-3-
<PAGE> 4
(g) Prospectus and Statement of Additional Information of the Trust
(such Prospectus and Statement of Additional Information, as currently in effect
and as amended or supplemented from time to time, being herein called the
"Prospectus").
7. Expenses. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by
the Trust, the Fund or the Manager.
8. Compensation. For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Manager, not the Trust or the Fund,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.10% of the Fund's average daily net assets.
9. Standard of Care. Subject to the applicable law, the Sub-Adviser shall
not be liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
10. Duration and Termination. This Agreement shall continue in effect for
a period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually with respect to the Fund
in conformity with the requirements of the 1940 Act and the Rules thereunder.
Notwithstanding the foregoing, this Agreement may be terminated: (a) with
respect to the Fund at any time without penalty upon the vote of a majority of
the Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Sub-Adviser, (b) by the
Manager at any time without penalty upon sixty (60) days' written notice to the
Sub-Adviser or immediately upon material breach by the Sub-Adviser or
immediately if, in the reasonable judgment of the Manager, the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement, or
(c) by the Sub-Adviser at any time without penalty, upon sixty (60) days'
written notice to the Fund. This Subadvisory Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act) or the
assignment or termination of the Management Agreement.
11. Other Business. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's directors, officers, or employees who may also
be a Trustee, officer, or employee of the Trust to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, trust, firm, individual or
association.
-4-
<PAGE> 5
12. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, and (ii) by a vote of a majority of the Fund's outstanding voting
securities (unless in the case of (ii), the Trust receives a Commission order or
no-action letter permitting it to modify the Agreement without such vote).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at 504 Carnegie Center, Princeton, New Jersey 08540.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the 1940 Act. Where
the effect of a requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule, regulation or
order of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MAINSTAY MANAGEMENT, INC.
By: /s/ Anthony W. Polis
---------------------------------
Name: Anthony W. Polis
Title: Vice President and
Chief Financial Officer
MONITOR CAPITAL ADVISORS, INC.
By: /s/ James A. Mehling
---------------------------------
Name: James A. Mehling
Title: President
-6-
<PAGE> 1
Exhibit d(2)(h)
SUB-ADVISORY AGREEMENT
Agreement made as of October 21, 1997 (the "Agreement") between MainStay
Management, Inc., a Delaware corporation (the "Manager"), and MacKay-Shields
Financial Corporation, a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Manager has entered into a Management Agreement, dated
October 21, 1997 (the "Management Agreement") with The MainStay Funds (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of its
series (each, a "Fund," and collectively, the "Funds") as set forth in Schedule
A, as amended from time to time;
WHEREAS, under the Management Agreement, the Manager has agreed to provide
certain investment advisory and related administrative services to each Fund;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager desires to retain the Sub-Adviser to furnish certain
investment advisory services with respect to each Fund and the Sub-Adviser is
willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to each Fund for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to the supervision of the Board of
Trustees of the Trust and the Manager, the Sub-Adviser shall manage the
investment operations of each Fund and the composition of the portfolio of each
Fund, including the purchase, retention and disposition of securities therein,
in accordance with the investment objectives, policies and restrictions of each
Fund, as specified in the currently effective Prospectus (as hereinafter
defined) and subject to the following understandings:
(a) The Sub-Adviser shall provide supervision of each Fund's
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by each Fund, and what portion of each
Fund's assets will be invested or held uninvested as cash.
(b) The Sub-Adviser shall use its best judgment in the performance
of its duties under this Agreement.
(c) The Sub-Adviser, in the performance of its duties and
obligations under this
<PAGE> 2
Agreement, shall act in conformity with the Declaration of Trust, By-Laws and
Prospectus (each as hereinafter defined) of the Trust and with the instructions
and directions of the Board of Trustees and the Manager and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
(d) The Sub-Adviser shall determine the securities to be purchased
or sold by each Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Board of Trustees may direct from time to time. It is recognized that, in
providing a Fund with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which
other clients of the Sub-Adviser may be a party. It is understood that none of
the Funds, the Trust, the Manager nor the Sub-Adviser has adopted a formula for
allocation of a Fund's investment transaction business. It is also understood
that it is desirable for each Fund that the Sub-Adviser have access to
supplemental investment and market research and security and economic analyses
provided by certain brokers who may execute brokerage transactions at a higher
cost to a Fund than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution. Therefore,
the Sub-Adviser is authorized to place orders for the purchase and sale of
securities for each Fund with such certain brokers, subject to review by the
Trust's Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with its services to
other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of one or more of the Funds as well as other clients,
the Sub-Adviser, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to be so sold
or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Funds and to such other
clients.
(e) The Sub-Adviser shall maintain all books and records with
respect to the Fund's securities transactions required by sub-paragraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any
other books and records required to be maintained by it under the 1940 Act and
the Rules thereunder and shall render to the Manager and to the Trust's Trustees
such periodic and special reports as the Manager or the Trustees may reasonably
request.
(f) The Sub-Adviser shall provide each Fund's Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing
-2-
<PAGE> 3
instructions.
3. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit any
of its directors, officers and employees who may be elected or appointed as
Trustees or officers of the Trust to serve in the capacities in which they are
elected or appointed. Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of such directors,
officers, or employees.
4. Books and Records. The Sub-Adviser shall keep the Funds' books and
records required to be maintained by it, pursuant to paragraph 2 hereof. The
Sub-Adviser agrees that all records which it maintains for a Fund are the
property of that Fund, and it will surrender promptly to that Fund any of such
records upon the Fund's request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 as promulgated by the Securities and
Exchange Commission (the "Commission") under the 1940 Act any such records as
are required to be maintained by the Sub-Adviser pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar or different services to others so long as its services under
this Agreement are not impaired thereby.
6. Documents. The Manager has delivered to the Sub-Adviser copies of each
of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust of the Trust, filed with the Secretary of
The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-lA (the "Registration Statement"), as filed with
the Commission relating to each Fund and each Fund's Shares and all amendments
thereto;
(f) Notification of Registration of the Trust under the 1940 Act on
Form N- 8A as filed with the Commission and all amendments thereto; and
(g) Each Prospectus and Statement of Additional Information of the
Trust (such
-3-
<PAGE> 4
Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time, being herein called
collectively the "Prospectus").
7. Expenses. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by
the Trust, any Fund or the Manager.
8. Compensation. For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Manager, not the Trust or any Fund,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate , as set forth opposite each Fund's name on Schedule A, of the
average daily net assets of the Fund.
9. Standard of Care. Subject to the applicable law, the Sub-Adviser shall
not be liable for any error of judgment or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
10. Duration and Termination. This Agreement shall continue in effect for
a period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually with respect to each Fund
in conformity with the requirements of the 1940 Act and the Rules thereunder.
Notwithstanding the foregoing, this Agreement may be terminated: (a) with
respect to any Fund at any time without penalty upon the vote of a majority of
the Trust's Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Sub-Adviser, (b) by the
Manager at any time without penalty upon sixty (60) days' written notice to the
Sub-Adviser or immediately upon material breach by the Sub-Adviser or
immediately if, in the reasonable judgment of the Manager, the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement, or
(c) by the Sub-Adviser at any time without penalty, upon sixty (60) days'
written notice to each applicable Fund. This Subadvisory Agreement will also
terminate automatically in the event of its assignment (as defined in the 1940
Act) or the assignment or termination of the Management Agreement.
11. Other Business. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's directors, officers, or employees who may also
be a Trustee, officer, or employee of the Trust to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, trust, firm, individual or
association.
12. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those Trustees of the
-4-
<PAGE> 5
Trust who are not parties to this Agreement or interested persons of any such
party, and (ii) by a vote of a majority of the relevant Fund's outstanding
voting securities (unless in the case of (ii), the Trust receives a Commission
order or no-action letter permitting it to modify the Agreement without such
vote).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at 9 West 57th Street, New York, NY 10019.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the 1940 Act. Where
the effect of a requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule, regulation or
order of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MAINSTAY MANAGEMENT, INC.
By: /s/ Stephen C. Roussin
-----------------------------------
Name: Stephen C. Roussin
Title: SR. VP.
MACKAY-SHIELDS FINANCIAL CORPORATION
By: /s/ Ravi Akhoury
----------------------------------
Name: Ravi Akhoury
Title: Chairman and CEO
-5-
<PAGE> 6
SCHEDULE A
(AS AMENDED OCTOBER 27, 1997 AND APRIL 27, 1998)
<TABLE>
<CAPTION>
FUND ANNUAL RATE*
<S> <C>
California Tax Free Fund 0.25%
Capital Appreciation Fund 0.36%
Convertible Fund 0.36%
Government Fund 0.30%
High Yield Corporate Bond Fund 0.30%
International Bond Fund 0.45%
International Equity Fund 0.60%
Money Market Fund 0.25%**
New York Tax Free Fund 0.25%
Strategic Income Fund 0.30%
Strategic Value 0.375%
Tax Free Bond Fund 0.30%
Total Return Fund 0.32%
Value Fund 0.36%***
Small Cap Growth Fund 0.50%
Equity Income Fund 0.35%
Global High Yield Fund 0.35%
</TABLE>
* of each Fund's average daily net assets
** up to $300 million; .225% from $300 to $700 million; .20% from $700
million to $1 billion; and .175% in excess of $1 billion.
*** up to $200 million ; .325% from $200 million to $500 million; and .25% in
excess of $500 million
-6-
<PAGE> 1
EXHIBIT d(2)(i)
FORM OF
SUB-ADVISORY AGREEMENT
MAP EQUITY FUND
Agreement made as of ______, 1999 (the "Agreement") between MainStay
Management, Inc., a Delaware corporation (the "Manager"), and Markston
International, LLC, a [ ] limited liability corporation (the "Sub-Adviser").
WHEREAS, the Manager has entered into a Management Agreement, dated
October 27, 1997 (the "Management Agreement") with The MainStay Funds (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the
MainStay MAP Equity Fund (the "Fund"), a series of the Trust;
WHEREAS, under the Management Agreement, the Manager has agreed to provide
certain investment advisory and related administrative services to the Fund;
WHEREAS, the Management Agreement permits the Manager to delegate certain
of its investment advisory duties under the Management Agreement to a
sub-adviser; and
WHEREAS, the Manager desires to retain the Sub-Adviser to furnish certain
investment advisory services with respect to the Fund and the Sub-Adviser is
willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser as an
investment sub-adviser with respect to the Fund for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to the supervision of the Board of
Trustees of the Trust and the Manager, the Sub-Adviser shall manage the
investment operations of the Fund and the composition of the portfolio of the
Fund, including the purchase, retention and disposition of securities therein in
accordance with the investment objectives, policies and restrictions of the
Fund, as specified in the currently effective Prospectus (as hereinafter
defined) and subject to the following understandings:
(a) The Sub-Adviser shall provide supervision of the Fund's
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by the Fund, and what portion of the Fund's
assets will be invested or held uninvested as cash.
(b) The Sub-Adviser shall use its best judgment in the performance
of its duties under this Agreement.
<PAGE> 2
(c) The Sub-Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the Declaration
of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and
with the instructions and directions of the Board of Trustees and the Manager
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal and state laws and regulations.
(d) The Sub-Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determination with or
through such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in the Trust's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Board of Trustees may direct from time to time. It is recognized that, in
providing the Fund with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which
other clients of the Sub-Adviser may be a party. It is understood that none of
the Fund, the Trust, the Manager nor the Sub-Adviser has adopted a formula for
allocation of the Fund's investment transaction business. It is also understood
that it is desirable for the Fund that the Sub-Adviser have access to
supplemental investment and market research and security and economic analyses
provided by certain brokers who may execute brokerage transactions at a higher
cost to the Fund than may result when allocating brokerage to other brokers on
the basis of seeking the most favorable price and efficient execution.
Therefore, the Sub-Adviser is authorized to place orders for the purchase and
sale of securities for the Fund with such certain brokers, subject to review by
the Trust's Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with its services to
other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be so sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.
(e) The Sub-Adviser shall maintain all books and records with
respect to the Fund's securities transactions required by sub-paragraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any
other books and records required to be maintained by it under the 1940 Act and
the Rules thereunder and shall render to the Manager and to the Trust's Trustees
such periodic and special reports as the Manager or the Trustees may reasonably
request.
-2-
<PAGE> 3
(f) The Sub-Adviser shall provide the Fund's Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing instructions.
3. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit any
of its directors, officers and employees who may be elected or appointed as
Trustees or officers of the Trust to serve in the capacities in which they are
elected or appointed. Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of such directors,
officers, or employees.
4. Books and Records. The Sub-Adviser shall keep the Fund's books and
records required to be maintained by it, pursuant to paragraph 2 hereof. The
Sub-Adviser agrees that all records which it maintains for the Fund are the
property of the Fund, and it will surrender promptly to the Fund any of such
records upon the Fund's request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 as promulgated by the Securities and
Exchange Commission (the "Commission") under the 1940 Act any such records as
are required to be maintained by the Sub-Adviser pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar or different services to others so long as its services under
this Agreement are not impaired thereby.
6. Documents. The Manager has delivered to the Sub-Adviser copies of each
of the following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust of the Trust, filed with the Secretary of
The Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as amended from time to time, is herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-lA (the "Registration Statement"), as filed with
the Commission relating to the Fund and the Fund's Shares and all amendments
thereto;
(f) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and
(g) Prospectus and Statement of Additional Information of the Trust
(such
-3-
<PAGE> 4
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time, being herein called the
"Prospectus").
7. Expenses. During the term of this Agreement, the Sub-Adviser will bear
all expenses incurred by it in connection with its services under this
Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by
the Trust, the Fund or the Manager.
8. Compensation. For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Manager, not the Trust or the Fund,
will pay to the Sub-Adviser a fee, computed daily and payable monthly, at an
annual rate of 0.45% of the first $250 million of average daily net assets;
0.40% of the next $250 million to $500 million of average daily net assets; and
0.35% on average daily net assets in excess of $500 million.
9. Standard of Care. Subject to the applicable law, the Sub-Adviser shall
not be liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
10. Duration and Termination. This Agreement shall continue in effect for
a period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually with respect to the Fund
in conformity with the requirements of the 1940 Act and the Rules thereunder.
Notwithstanding the foregoing, this Agreement may be terminated: (a) with
respect to the Fund at any time without penalty upon the vote of a majority of
the Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Sub-Adviser, (b) by the
Manager at any time without penalty upon sixty (60) days' written notice to the
Sub-Adviser or immediately upon material breach by the Sub-Adviser or
immediately if, in the reasonable judgment of the Manager, the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement, or
(c) by the Sub-Adviser at any time without penalty, upon sixty (60) days'
written notice to the Fund. This Subadvisory Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act) or the
assignment or termination of the Management Agreement.
11. Other Business. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's directors, officers, or employees who may also
be a Trustee, officer, or employee of the Trust to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, trust, firm, individual or
association.
-4-
<PAGE> 5
12. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any such
party, and (ii) by a vote of a majority of the Fund's outstanding voting
securities (unless in the case of (ii), the Trust receives a Commission order or
no-action letter permitting it to modify the Agreement without such vote).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at Morris Corporate Center
I, Building A, 300 Interpace Parkway, Parsippany, New Jersey 07054; or (2) to
the Sub-Adviser at 1 North Lexington Avenue, White Plains, New York 10601.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the 1940 Act. Where
the effect of a requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule, regulation or
order of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. This Agreement may be signed in counterpart.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MAINSTAY MANAGEMENT, INC.
By: ____________________________________
Name:
Title:
MARKSTON INTERNATIONAL, LLC.
By: ____________________________________
Name:
Title:
-6-
<PAGE> 1
EXHIBIT h(1)(c)
TRANSFER AGENCY AND SERVICE
AGREEMENT
between
THE MAINSTAY FUNDS
and
MAINSTAY SHAREHOLDER SERVICES, INC.
<PAGE> 2
TABLE OF CONTENTS
Page
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
-I-
<PAGE> 3
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 51 Madison Avenue, New York, New York 10010 (the "Fund"),
and MAINSTAY SHAREHOLDER SERVICES INC., a Delaware corporation, having its
principal office and place of business at 260 Cherry Hill Road, Parsippany, New
Jersey ("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
<PAGE> 4
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 duty 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
-2-
<PAGE> 5
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,
-3-
<PAGE> 6
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
-4-
<PAGE> 7
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 MSS' error) and the per share NAV error is less than 1/2 of 1% of the
originally computed NAV, but greater than one cent, 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, and is greater than
one cent, MSS 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 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
-5-
<PAGE> 8
and fee reductions made by MSS 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 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 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 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.
-6-
<PAGE> 9
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.
-7-
<PAGE> 10
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.
-8-
<PAGE> 11
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
-9-
<PAGE> 12
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
10
<PAGE> 13
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.
-11-
<PAGE> 14
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
-12-
<PAGE> 15
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
-13-
<PAGE> 16
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.
-14-
<PAGE> 17
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.
-15-
<PAGE> 18
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:/s/ Walter W. Ubl
-------------------------------
President
ATTEST:
/s/ A. Thomas Smith III
- ----------------------------
Secretary
MAINSTAY SHAREHOLDER SERVICES, INC.
BY:/s/ Robert E. Brady
-------------------------------
President
ATTEST:
/s/ Mark A. Gomez
- -----------------------------
Assistant Secretary
-16-
<PAGE> 19
FEE SCHEDULE
Effective January 1, 1998
As amended April 27, 1998
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.
FUNDS ACCOUNT RATES
EQUITY
MainStay Equity Index Fund $20.50
MainStay International Equity Fund $20.50
MainStay Capital Appreciation Fund $20.50
MainStay Value Fund $20.50
MainStay Strategic Value Fund $20.50
MainStay Blue Chip Growth Fund $20.50
MainStay Research Value Fund $20.50
MainStay Growth Opportunities Fund $20.50
MainStay Equity Income Fund $20.50
MainStay Small Cap Value Fund $20.50
MainStay Small Cap Growth Fund $20.50
FIXED INCOME
MainStay Convertible Fund $24.00
MainStay High Yield Corporate Bond Fund $24.00
MainStay Government Fund $24.00
MainStay Tax-Free Bond Fund $24.00
MainStay Total Return Fund $24,00
MainStay California Tax-Free Fund $24.00
MainStay New York Tax-Free Fund $24.00
MainStay International Bond Fund $24.00
MainStay Strategic Income Fund $24.00
MainStay Global High Yield Fund $24.00
<PAGE> 20
MONEY MARKET
MainStay Money Market Fund $28.50
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)
$1,024 per month per cusip
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: /s/ Stephen C. Roussin NAME: /s/ Robert E. Brady
-------------------------- ------------------------------
TITLE: President & CEO TITLE: President & CEO
-------------------------- ------------------------------
DATE: 1/11/99 DATE: 1/11/99
-------------------------- ------------------------------
<PAGE> 21
FEE SCHEDULE
Effective January 1, 1998
As amended April 27, 1998
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.
FUNDS ACCOUNT RATES
----- -------------
EQUITY
------
Mainstay Equity Index Fund $20.50
MainStay International Equity Fund $20.50
MainStay Capital Appreciation Fund $20.50
MainStay Value Fund $20.50
MainStay Strategic Value Fund $20.50
MainStay Blue Chip Growth Fund $20.50
MainStay Research Value Fund $20.50
MainStay Growth Opportunities Fund $20.50
MainStay Equity Income Fund $20.50
MainStay Small Cap Value Fund $20.50
Mainstay Small Cap Growth Fund $20.50
FIXED INCOME
------------
MainStay Convertible Fund $24.00
MainStay High Yield Corporate Bond Fund $24.00
MainStay Government Fund $24.00
MainStay Tax-Free Bond Fund $24.00
MainStay Total Return Fund $24.00
MainStay California Tax-Free Fund $24.00
MainStay New York Tax-Free Fund $24.00
MainStay International Bond Fund $24.00
MainStay Strategic Income Fund $24.00
MainStay Global High Yield Fund $24.00
<PAGE> 22
MONEY MARKET
MainStay Money Market Fund $28.50
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)
$1,024 per month per cusip
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: /s/ Stephen C. Roussin NAME: /s/ Robert E. Brady
-------------------------- ------------------------------
TITLE: President & CEO TITLE: President & CEO
-------------------------- ------------------------------
DATE: 1/11/99 DATE: 1/11/99
-------------------------- ------------------------------
<PAGE> 1
Exhibit h(1)(d)
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
MAINSTAY SHAREHOLDER SERVICES, INC.
and
BOSTON FINANCIAL DATA SERVICES, INC.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
1. Terms of Appointment; Duties of the Servicing Agent ................................................ 1
2. As of Reporting and Adjustments ..................................................................... 4
3. Fees and Expenses ................................................................................... 5
4. Representations and Warranties of the Servicing Agent ............................................... 6
5. Representations and Warranties of the Transfer Agent................................................. 6
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code ....................... 7
7. Data Access and Proprietary Information ............................................................. 8
8. Indemnification ..................................................................................... 10
9. Standard of Care ..................................................................................... 12
10. Covenants of the Transfer Agent and the Servicing Agent ............................................ 12
11. Termination of Agreement ........................................................................... 13
12. Assignment .......................................................................................... 13
13. Amendment .......................................................................................... 13
14. Massachusetts Law to Apply.......................................................................... 13
15. Force Majeure....................................................................................... 13
16. Consequential Damages .............................................................................. 14
17. Merger of Agreement................................................................................. 14
18. Counterpart ........................................................................................ 14
19. Reproduction of Documents.......................................................................... 14
20. S.I.C. Inquiry ..................................................................................... 14
</TABLE>
<PAGE> 3
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of May, 1997, by and between MainStay
Shareholder Services, Inc., a Delaware corporation, having its principal office
and place of business at 260 Cherry Hill Road, Parsippany, New Jersey 07054 (the
"Transfer Agent"), and BOSTON FINANCIAL DATA SERVICES, INC. a Massachusetts
corporation having its principal office and place of business at 2 Heritage
Drive, North Quincy, Massachusetts 02171 (the "Servicing Agent").
WHEREAS, the Transfer Agent has been appointed by each of the investment
companies (including each series thereof) listed on Schedule A (the "Fund(s)"),
each an open-end management investment company registered under the Investment
Company Act of 1940, as amended, as transfer agent, dividend disbursing agent
and shareholder Servicing Agent in connection with certain activities, and the
Transfer Agent has accepted each such appointment as evidenced in the transfer
agency agreement between each of the Funds and the Transfer Agent dated as of
May 1, 1997;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service
Agreement with the Funds (including each series thereof) listed on Schedule A
pursuant to which the Transfer Agent is responsible for certain transfer agency
and dividend disbursing functions and the Transfer Agent is authorized to
subcontract for the performance of its obligations and duties thereunder in
whole or in part with the Servicing Agent;
WHEREAS, the Transfer Agent wishes to have the Servicing Agent perform certain
shareholder accounting, administrative and servicing functions (collectively
"Shareholder and Record-Keeping Services");
WHEREAS, the Transfer Agent desires to appoint the Servicing Agent as its agent,
and the Servicing Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment; Duties of the Servicing Agent
1.1 Subject to the terms and conditions set forth in this
Agreement, the Transfer Agent hereby employs and appoints the
Servicing Agent to act as, and the Servicing Agent agrees to
act as, the agent of the Transfer Agent for the shares of each
of the Funds in connection with any accumulation, letter of
intent, retirement plans or similar purchase plans provided to
the shareholders of each Fund ("Shareholders") and set out in
the currently effective prospectus and statement of additional
information ("prospectus") of each such Fund, including
without limitation any periodic investment plan or
1
<PAGE> 4
periodic withdrawal program. As used herein, the term
"Shares" means the authorized and issued shares of common
stock, or shares of beneficial interest, as the case may be,
for each of the Funds (including each series and class
thereof) enumerated in Schedule A.
1.2 The Servicing Agent agrees that it will perform the following
Shareholder and Record Keeping services:
(a) In accordance with procedures established from time
to time by agreement between the Transfer Agent and
the Servicing Agent, the Servicing Agent shall:
(i) Receive for acceptance, orders for the
purchase of Shares, and promptly deliver
payment and appropriate documentation
therefor to the Custodian of the Fund
authorized pursuant to the Articles of
Incorporation or Declaration of Trust of
each Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such
Shares in the appropriate Shareholder
account;
(iii) Receive for acceptance redemption requests
and redemption directions and deliver the
appropriate documentation therefor to the
Custodian;
(iv) In respect to the transactions in items (i),
(ii) and (iii) above, the Servicing Agent
shall execute transactions directly with
broker-dealers authorized by the Funds;
(vi) At the appropriate time as and when it
receives monies paid to it by the Custodian
with respect to any redemption, pay over or
cause to be paid over in the appropriate
manner such monies as instructed by the
redeeming Shareholders;
(vi) Prepare and transmit payments for dividends
and distributions declared by each Fund;
(vii) Issue replacement certificates for those
certificates alleged to have been lost,
stolen or destroyed upon receipt by the
Servicing Agent of indemnification
satisfactory to the Servicing Agent and
protecting the Servicing Agent, Transfer
Agent and each Fund, and the Servicing Agent
at its option, may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and
without such indemnity; and
2
<PAGE> 5
(vii) Maintain records of account for and advise
the Fund and its Shareholders as to the
foregoing.
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the above
paragraph (a), the Servicing Agent shall: (i) perform
the customary services of a transfer agent, dividend
disbursing agent, and, as relevant, agent in
connection with accumulation, letter of intent,
retirement plans or similar purchase plans (including
without limitation any periodic investment plan or
periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies,
mailing Shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, 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 Shareholders, preparing and mailing
confirmation forms and statements of account to
Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing
Shareholder account information and (ii) provide a
system which will enable each Fund to monitor the
total number of Shares sold in each State.
(c) In addition, each Fund shall (i) identify to the
Servicing Agent in writing those transactions and
assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the
establishment of transactions for each State on the
system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of
the Servicing Agent for each Fund's blue sky State
registration status is solely limited to the initial
establishment of transactions subject to blue sky
compliance by each Fund and the reporting of such
transactions to each Fund as provided above.
(d) Procedures as to who shall provide certain of these
services in Section 1 may be established from time to
time by agreement between the Transfer Agent and the
Servicing Agent per the attached service
responsibility schedule. The Servicing Agent may at
times perform only a portion of these services and
the Transfer Agent, the Funds or their agent may
perform these services on each Fund's behalf.
(e) The Servicing Agent may provide additional services
on behalf of the Transfer Agent (i.e., escheatment
services) which may be agreed upon in writing between
the Fund and the Servicing Agent.
3
<PAGE> 6
2. As of Reporting and Adjustments
2.1 The Transfer Agent on behalf of the Funds and the Servicing
Agent on behalf of State Street Bank and Trust Company agree
that all prior adjustments for Share transactions which
involve purchase, redemption and repurchase orders processed
at a time other than computation of net asset value ("NAV")
per Share next computed after receipt of such orders shall be
carried forward under this Agreement whether such adjustments
are positive or negative to the Fund.
2.2 The Servicing Agent shall:
(a) 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 computation of NAV per Share next computed
after receipt of such orders, identify the source of
such transactions, and shall compute the net effect
upon the Fund of such transactions so identified on a
daily and cumulative basis.
(b) If on the last business day of any month the
cumulative net effect upon the Fund (adjusted by the
amount of all prior credits by the Servicing Agent)
is negative, the Transfer Agent shall be entitled to
a reduction in the fee next payable under the
Agreement by an equivalent amount, except as provided
in Section (c) 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 the Servicing Agent) is positive, the
Servicing Agent 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 Section (c) below.
(c) At the end of each month, any positive cumulative net
effect upon the Fund arising from the Servicing
Agent's activity, shall be deemed to be a credit to
the Servicing Agent which shall first be applied to
permit the Servicing Agent to recover any prior fee
reductions made by it to the Transfer Agent under
Section (b) above, by increasing the amount of the
monthly fee under the Agreement next payable in an
amount equal to prior fee reductions made by the
Servicing Agent, but not exceeding the sum of that
month's credit and credits arising in prior months to
the extent such prior credits have not previously
been utilized as contemplated by this Section (c).
Any portion of a credit to the Servicing Agent 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
fee reduction to be made to the Transfer Agent
pursuant to Section (b) above.
4
<PAGE> 7
(d) The Servicing Agent shall supply to the Transfer
Agent monthly reports summarizing the transactions
identified pursuant to Section (a) above, and the
daily and cumulative net effects of such
transactions, and shall advise the Transfer Agent at
the end of each month of the net cumulative effect
at such time. The Servicing Agent shall promptly
advise the Transfer Agent which shall advise the Fund
if at any time the cumulative net effect exceeds a
dollar amount equivalent to 1/2 of 1 cent per Share.
(e) In the event that this Agreement is terminated for
whatever cause, or Sections 2.2 (b), (c) and (d) are
terminated pursuant to Section (f) below, the
Transfer Agent shall promptly pay to the Servicing
Agent 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, the Servicing Agent shall promptly pay to
the Transfer Agent an amount in cash equal to the
amount of such cumulative net effect. The Transfer
Agent will seek reimbursement from the Funds for
payment hereunder to the Servicing Agent, provided
however, that the Transfer Agent's duty to pay
hereunder is due regardless of where the Funds
choose to reimburse the Transfer Agent.
(f) Sections 2.2 (b), (c) and (d) of the Agreement may be
terminated by the Servicing Agent at any time for
reasonable cause and upon 60 days prior written
notice to the Transfer Agent.
3. Fees and Expenses
3.1 For the performance by the Servicing Agent pursuant to this
Agreement, the Transfer Agent agrees to pay the Servicing
Agent an annual maintenance fee for each Shareholder account
as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under
Section 3.2 below may be changed from time to time subject to
mutual written agreement between the Transfer Agent and the
Servicing Agent.
3.2 In addition to the fee paid under Section 3.1 above, the
Transfer Agent agrees to reimburse the Servicing Agent for
reasonable out-of-pocket expenses, including but not limited
to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or
advances incurred by the Servicing Agent for the items set out
in the fee schedule attached hereto. In addition, any other
expenses reasonably incurred by the Servicing Agent at the
request or with the consent of the Transfer Agent, will be
reimbursed by the Fund.
3.3 The Transfer Agent agrees to pay all fees and reimbursable
expenses promptly following the receipt of the respective
billing notice. Postage for mailing of dividends, proxies,
Fund reports and other mailings to all shareholder accounts
shall be advanced to the Servicing Agent by the Transfer Agent
at least seven (7) days prior to the mailing date of such
materials.
5
<PAGE> 8
4. Representations and Warranties of the Servicing Agent
The Servicing Agent represents and warrants to the Transfer Agent that:
4.1 It is a corporation duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts
which is duly registered as a transfer agent pursuant to
Section 17A(c)(2) of the Securities Exchange Act of 1934, as
amended ("Section 17A(c)(2)")
4.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
5. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Servicing Agent that:
5.1 It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
5.2 It is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this
Agreement.
5.3 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
5.4 Each Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended.
5.5 A registration statement under the Securities Act of 1933, as
amended for each Fund is currently effective and will remain
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.
6
<PAGE> 9
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code
6.1 The Servicing Agent is authorized to promptly debit the
appropriate Transfer Agent account(s) upon the receipt of a
payment order in compliance with the selected security
procedure (the "Security Procedure") chosen for funds transfer
and in the amount of money that the Servicing Agent has been
instructed to transfer. The Servicing Agent shall execute
payment orders in compliance with the Security Procedure and
with the Transfer Agent instructions on the execution date
provided that such payment order is received by the customary
deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and
communications received after the customary deadline will be
deemed to have been received the next business day.
6.2 The Transfer Agent acknowledges that the Security Procedure it
has designated on the Transfer Agent Selection Form was
selected by the Transfer Agent from security procedures
offered by the Servicing Agent. The Transfer Agent shall
restrict access to confidential information relating to the
Security Procedure to authorized persons as communicated to
the Servicing Agent in writing. The Transfer Agent must notify
the Servicing Agent immediately if it has reason to believe
unauthorized persons may have obtained access to such
information or of any change in the Transfer Agent's
authorized personnel. The Servicing Agent shall verify the
authenticity of all Transfer Agent instructions according to
the Security Procedure.
6.3 The Servicing Agent shall process all payment orders on the
basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the
payment order and the account number, the account number shall
take precedence and govern.
6.4 The Servicing Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in
excess of the collected balance in the account to be charged
at the time of the Servicing Agent's receipt of such payment
order; (b) if initiating such payment order would cause the
Servicing Agent, in the Servicing Agent's sole judgement, to
exceed any volume, aggregate dollar, network, time, credit or
similar limits which are applicable to the Servicing Agent; or
(c) if the Servicing Agent, in good faith, is unable to
satisfy itself that the transaction has been properly
authorized.
6.5 The Servicing Agent shall use reasonable efforts to act on
all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided
that such requests are received in a timely manner affording
the Servicing Agent reasonable opportunity to act. However,
the Servicing Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
7
<PAGE> 10
6.6 The Servicing Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the
Servicing Agent complies with the payment order instructions
as received and the Servicing Agent complies with the Security
Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the
detection of errors in payment orders.
6.7 The Servicing Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any
unauthorized payment order, unless the Servicing Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Servicing Agent of the acceptance
of such payment order. In no event (including failure to
execute a payment order) shall the Servicing Agent be liable
for special, indirect or consequential damages, even if
advised of the possibility of such damages.
6.8 When the Transfer Agent initiates or receives Automated
Clearing House credit and debit entries pursuant to these
guidelines and the rules of the National Automated Clearing
House Association and the New England Clearing House
Association, the Servicing Agent will act as an Originating
Depository Financial Institution and/or receiving depository
Financial Institution, as the case may be, with respect to
such entries. Credits given by the Servicing Agent with
respect to an ACH credit entry are provisional until the
Servicing Agent receives final settlement for such entry from
the Federal Reserve Servicing Agent. If the Servicing Agent
does not receive such final settlement, the Transfer Agent
agrees that the Servicing Agent shall receive a refund of the
amount credited to the Transfer Agent in connection with such
entry, and the party making payment to the Transfer Agent via
such entry shall not be deemed to have paid the amount of the
entry.
6.9 Confirmation of Servicing Agent's execution of payment orders
shall ordinarily be provided within twenty four (24) hours
notice which may be delivered through the Servicing Agent's
proprietary information systems, or by facsimile or call-back.
Transfer Agent must report any objections to the execution of
an order within thirty (30) days.
6.10 The Bank shall use commercially reasonable efforts, on the
Transfer Agent's behalf, to obtain through banking channels
any payments made in error for whatever reason.
7. Data Access and Proprietary Information
7.1 The Transfer Agent acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design
techniques, and documentation manuals furnished to the
Transfer Agent by the Servicing Agent in connection with the
Fund's ability to access certain Fund-related data ("Customer
Data") maintained by the Servicing Agent on data bases under
the control and ownership of the Servicing Agent
8
<PAGE> 11
("Data Access Services") constitute copyrighted, trade secret,
or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Servicing Agent or
other third party. In no event shall Proprietary Information
be deemed Customer Data. The Transfer Agent agrees to treat
all Proprietary Information as proprietary to the Servicing
Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except
as may be provided hereunder or as required by law. Without
limiting the foregoing, the Transfer Agent agrees for itself
and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Servicing Agent and solely in
accordance with the Servicing Agent's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform the Servicing Agent in a
timely manner of such fact and dispose of such information in
accordance with the Servicing Agent's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Servicing Agent;
(e) to honor all reasonable written requests made by the Servicing
Agent to protect at the Servicing Agent's expense the rights
of the Servicing Agent in Proprietary Information at common
law, under federal copyright law and under other federal or
state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 7. The obligations of this Section shall
survive any earlier termination of this Agreement.
7.2 If the Transfer Agent notifies the Servicing Agent that any
of the Data Access Services do not operate in material
compliance with the most recently issued user documentation
for such services, the Servicing Agent shall endeavor in a
timely manner to correct such failure. Organizations from
which the Servicing Agent may obtain certain data included
in the Data Access Services are solely responsible for the
contents of such data and the Transfer Agent agrees to make
no claim against the Servicing Agent arising out of the
contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. THE SERVICING AGENT EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING,
9
<PAGE> 12
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.3 If the transactions available to the Transfer Agent include
the ability to originate electronic instructions to the
Servicing Agent in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the
Servicing Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the
Servicing Agent from time to time.
8. Indemnification
8.1 The Servicing Agent shall not be responsible for, and the
Transfer Agent shall indemnify and hold the Servicing Agent
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 the Servicing Agent or its agent 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 Transfer Agent's lack of good faith, negligence
or willful misconduct which arise out of the breach
of any representation or warranty of the Transfer
Agent provided under Section 5 hereof.
(c) The reliance on or use by the Servicing Agent or its
agents or subcontractors of information, records,
documents or services which (i) are received by the
Servicing Agent or its agents or subcontractors, and
(ii) have been prepared, maintained or performed by
the Transfer Agent or each Fund or any other person
or firm on behalf of the Transfer Agent or each Fund
including but not limited to any previous transfer
agent or registrar.
(d) The reliance on, or the carrying out by the
Servicing Agent or its agents or subcontractors of
any instructions or requests of the Transfer Agent or
each Fund.
(e) The offer or sale of Shares in violation of federal
or state securities laws or regulations requiring
that such Shares be registered or in violation of
any stop order or other determination or ruling by
any federal or any state agency with respect to the
offer or sale of such Shares unless the Transfer
Agent has provided the Servicing Agent with three
days written notice to stop accepting orders for any
Fund or class of a Fund or in any jurisdiction.
10
<PAGE> 13
(f) The negotiations and processing of checks made
payable to prospective or existing Shareholders
tendered to the Servicing Agent for the purchase of
Shares, such checks are commonly known as "third
party checks."
8.2 The Servicing Agent shall indemnify and hold the Transfer
Agent harmless from and against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to the Servicing Agent's lack
of good faith, negligence or willful misconduct in complying
with the terms of this Agreement or which arise out of the
breach of any representation or warranty of the Servicing
Agent provided under Section 4 hereof.
8.3 At any time the Servicing Agent may apply to any officer of
the Transfer Agent for instructions, and may consult with
legal counsel of the Transfer Agent with respect to any matter
arising in connection with the services to be performed by the
Servicing Agent under this Agreement, and the Servicing Agent
and its agents or subcontractors shall not be liable and
shall be indemnified by the Transfer Agent for any action
taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel. The Servicing Agent, its
agents and subcontractors shall be protected and indemnified
in acting upon any paper or document, 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 the Servicing Agent or its agents or
subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Transfer Agent,
and shall not be held to have notice of any change of
authority of any person, until receipt of written notice
thereof from the Transfer Agent. The Servicing Agent, its
agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of each Fund, and the proper
countersignature of the Transfer Agent or any former transfer
agent or former registrar, or of a co-transfer agent or
co-registrar.
8.4 In order that the indemnification provisions contained in
this Section 8 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 or to defend
against said claim in its own name. 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 except with the other party's prior
written consent.
11
<PAGE> 14
9. Standard of Care
The Servicing Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors
unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees.
10. Covenants of the Transfer Agent and the Servicing Agent
10.1 The Transfer Agent shall promptly furnish to the Servicing
Agent the following:
(a) A certified copy of the resolution of the Board of
Directors of the Transfer Agent authorizing the
appointment of the Servicing Agent and the execution
and delivery of this Agreement
10.2 The Servicing Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the
Transfer Agent 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.
10.3 The Servicing Agent 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 Investment Company Act of 1940, as amended, and the
Rules thereunder, the Servicing Agent agrees that all such
records prepared or maintained by the Servicing Agent relating
to the services to be performed by the Servicing Agent
hereunder are the property of each Fund and will be preserved,
maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to each Fund on
and in accordance with its request.
10.4 The Servicing Agent and the Transfer Agent 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.
10.5 In case of any requests or demands for the inspection of the
Shareholder records of any of the Funds, the Servicing Agent
will endeavor to notify the Transfer Agent and to secure
instructions from an authorized officer of the Transfer Agent
as to such inspection. The Servicing Agent reserves the right,
however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to
such person.
12
<PAGE> 15
11. Termination of Agreement
11.1 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other or upon
such shorter period of time as may be agreed to in writing by
the parties or as may be required by operation of law.
11.2 Should the Transfer Agent 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 Transfer Agent. Additionally,
the Servicing Agent reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
12. Assignment
12.1 Except as provided in Section 12.3 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the
other party.
12.2 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
12.3 The Servicing Agent may, without further consent on the part
of the Transfer Agent, subcontract for the performance hereof
with (i) a Boston Financial Data Services, Inc. ("BFDS")
subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(2) or (ii) a BFDS affiliate; provided, however,
that the Servicing Agent shall be as fully responsible to the
Transfer Agent for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
13. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Transfer Agent.
14. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
15. Force Majeure
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
13
<PAGE> 16
for damages to the other for any damages resulting from such failure to
perform or otherwise from such causes. Notwithstanding the above, the
Servicing Agent shall not be excused from liability in the event any
telecommunications, power or equipment (of the Servicing Agent, its
agents or subcontractors) failures could have been avoided or minimized
by such parties having maintained adequate industry standard backup
systems.
16. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
17. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
18. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
19. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The
parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence
and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.
20. S.I.C. Inquiry
At the time of receipt of securities from any entity the
Servicing Agent shall comply with applicable inquiry requirements with
the Securities Information Center ("SIC") pursuant to SEC Exchange Act
Rule 17f-1. The Servicing Agent shall promptly advise the Transfer
Agent of any such security reported by the SIC as lost, stolen, missing
or counterfeit, and await further instructions.
14
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
MAINSTAY SHAREHOLDER SERVICES, INC.
BY: /s/ Robert E. Brady
--------------------------------
ATTEST:
/s/ Gregory J. Mullegan
BOSTON FINANCIAL DATA SERVICES, INC.
BY: /s/ Kathe P. Dodd
--------------------------------
Vice President
ATTEST:
/s/ S. Cesso
15
<PAGE> 18
BOSTON FINANCIAL DATA SERVICES
TRANSFER AGENT SERVICE RESPONSIBILITIES*
<TABLE>
<CAPTION>
Service Performed Responsibility
- ----------------- Servicing Agent Transfer Agent
--------------- --------------
<S> <C> <C>
1. Receives orders for the purchase X X
of Shares.
2. Issue Shares and hold
Shares in Shareholders accounts. X X
3. Receive redemption requests. X X
4. Effect transactions 1-3 above X X
directly with broker-dealers.
5. Pay over monies to redeeming
Shareholders. X
6. Effect transfers of Shares. X X
7. Prepare and transmit
dividends and distributions. X
8. Issue Replacement Certificates. X X
9. Reporting of abandoned property. X
10. Maintain records of account. X X
11. Maintain and keep a current and accurate
control book for each issue of securities. X
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Prepare and mail written correspondence. X
15. Mail prospectuses to current Shareholders. X
16. Withhold taxes on U.S. resident
and non-resident alien accounts. X
</TABLE>
16
<PAGE> 19
<TABLE>
<CAPTION>
Service Performed Responsibility
- ----------------- Servicing Agent Transfer Agent
--------------- --------------
<S> <C> <C>
17. Prepare and file U.S. Treasury
Department forms. X
18. Prepare and mail account
and confirmation statements
for Shareholders. X
19. Provide Shareholder account
information. X X
20. Blue sky reporting. X
21. Maintain fiduciary accounting and
beneficiary records. X
22. Prepare and mail required tax forms
to shareholders. X
23. File shareholder tax reports with the IRS. X
</TABLE>
* Such services are more fully described in Section 1.2 (a), (b) and (c)
of the Agreement.
MAINSTAY SHAREHOLDER SERVICES, INC.
BY: /s/ Robert E. Brady
--------------------------------
ATTEST:
/s/ Gregory J. Mullegan
- --------------------------------
BOSTON FINANCIAL DATA SERVICES, INC.
BY: /s/ Kathe P. Dodd
--------------------------------
Vice President
ATTEST:
/s/ S. Cesso
- --------------------------------
17
<PAGE> 20
FEE SCHEDULE
(as amended, April 27, 1998)
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.
<TABLE>
<CAPTION>
FUNDS ACCOUNT RATES
----- -------------
<S> <C>
MainStay Capital Appreciation Fund $4.73
MainStay Value Fund $5.76
MainStay Convertible Fund $5.76
MainStay High Yield Corporate Bond Fund $7.81
MainStay Government Fund $7.81
MainStay Tax-Free Bond Fund $7.81
MainStay Money Market Fund $9.85
MainStay Equity Index Fund $6.01
MainStay Total Return Fund $5.76
MainStay California Tax-Free Fund $7.81
MainStay New York Tax-Free Fund $7.81
MainStay International Bond Fund $7.81
MainStay International Equity Fund $5.76
MainStay Strategic Income Fund $7.81
MainStay Strategic Value Fund $5.76
MainStay Blue Chip Growth Fund $4.73
MainStay Research Value Fund $4.73
MainStay Growth Opportunities Fund $4.73
MainStay Equity Income Fund $4.73
MainStay Small Cap Value Fund $4.73
MainStay Small Cap Growth Fund $4.73
MainStay Global High Yield Fund $7.81
</TABLE>
B) Transaction Fees:
1) Transaction Activity
$0.69 per account - automated purchase transactions
$1.26 per account - non-automated transactions
2) ACH Transactions/Checkwriting
$0.51 for each ACH transaction
20
<PAGE> 21
$1.02 for each checkwriting item
3) Fund Minimum (Cusip/Class/Fund)
$1,024 per month per cusip
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
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, Mainstay Shareholder Services, Inc. and
Boston Financial Data 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.
MAINSTAY SHAREHOLDER BOSTON FINANCIAL
SERVICES, INC. DATA SERVICES, INC.
NAME: /s/ Robert E. Brady NAME: /s/ Jane L. Brennan
----------------------------- -----------------------------
TITLE: President & CEO TITLE: Vice President
----------------------------- -----------------------------
DATE: 1/6/99 DATE: 2/12/99
----------------------------- -----------------------------
21
<PAGE> 22
SCHEDULE A
MAINSTAY FUNDS
EFFECTIVE MAY 1, 1998
RETAIL FUNDS
MainStay Capital Appreciation Fund - B
MainStay Value Fund - B
MainStay Convertible Fund - B
MainStay High Yield Corporate Bond Fund - B
MainStay Government Fund - B
MainStay Tax Free Bond Fund - B
MainStay California Tax Free Fund - B
MainStay Money Market - B
MainStay New York Tax Free Fund - B
MainStay International Bond Fund - B
MainStay International Equity Fund - B
MainStay Total Return Fund - B
MainStay Strategic Income Fund - B
MainStay California Tax Free Fund - A
MainStay New York Tax Free Fund - A
MainStay Equity Index Fund
MainStay Strategic Value Fund - B
MainStay Capital Appreciation Fund - A
MainStay Value Fund - A
MainStay Convertible Fund - A
MainStay High Yield Corporate Bond Fund - A
MainStay Government Fund - A
MainStay Tax Free Bond Fund - A
MainStay Money Market - A
MainStay International Bond Fund - A
MainStay International Equity Fund - A
MainStay Total Return Fund - A
Mainstay Strategic Income Fund - A
MainStay Strategic Value Fund - A
INSTITUTIONAL FUNDS
MainStay Institutional Money Market Fund - Inst Class
MainStay Institutional Short Term Bond Fund - Inst Class
MainStay Institutional Bond Fund - Inst Class
MainStay Institutional Indexed Bond Fund - Inst class
MainStay Institutional Multi-Asset Fund - Inst Class
MainStay Institutional Value Equity Fund - Inst Class
MainStay Institutional Growth Equity Fund - Inst Class
MainStay Institutional Indexed Equity Fund - Inst Class
MainStay Institutional EAFE Index Fund - Inst Class
MainStay Institutional Institutional Bond -Inst Class
MainStay Institutional International Equity - Inst Class
MainStay Institutional Money Market Fund - SVC Class
MainStay Institutional Short Term Bond Fund - SVC Class
MainStay Institutional Bond Fund - SVC Class
MainStay Institutional Indexed Bond Fund - SVC Class
MainStay Institutional Multi-Asset Fund - SVC Class
MainStay Institutional Value Equity Fund - SVC Class
MainStay Institutional Growth Equity Fund - SVC Class
MainStay Institutional Indexed Equity Fund - SVC Class
MainStay Institutional EAFE Index Fund - SVC Class
MainStay Institutional International Bond - SVC Class
MainStay Institutional International Equity - SVC Class
<PAGE> 23
MAINSTAY FUNDS
FEE SCHEDULE
EFFECTIVE AS OF MAY 1, 1998
2) INSTITUTIONAL FUNDS
A) Per Account Annual Fee:
1) Daily Dividend Funds
$15.00
2) Non-Daily Dividend Funds
$10.00
The above rates are to be incremented $.25 per dividend payment
cycle (e.g., monthly dividend, add $3.00 to the per account annual).
B) Closed Accounts
$.20 - per account, per month
C) Fund Minimum (Cusip/Class/Fund)
$1,024 per month per cusip
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.
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.
<PAGE> 24
IN WITNESS WHEREOF, MainStay Shareholder Services Inc. and Boston Financial Data
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.
MAINSTAY SHAREHOLDER BOSTON FINANCIAL DATA
SERVICES INC. SERVICES, INC.
NAME: /s/ Robert E. Brady NAME: /s/ Jane L. Brennan
TITLE: PRESIDENT & CEO TITLE: Vice President
DATE: May 20, 1998 DATE: May 18, 1998
<PAGE> 25
FEE SCHEDULE
(as amended, April 27, 1998)
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.
Funds Account Rates
----- -------------
MainStay Capital Appreciation Fund $4.73
MainStay Value Fund $5.76
MainStay Convertible Fund $5.76
MainStay High Yield Corporate Bond Fund $7.81
MainStay Government Fund $7.81
MainStay Tax-Free Bond Fund $7.81
MainStay Money Market Fund $9.85
MainStay Equity Index Fund $6.01
MainStay Total Return Fund $5.76
MainStay California Tax-Free Fund $7.81
MainStay New York Tax-Free Fund $7.81
MainStay International Bond Fund $7.81
MainStay International Equity Fund $5.76
MainStay Strategic Income Fund $7.81
MainStay Strategic Value Fund $5.76
MainStay Blue Chip Growth Fund $4.73
MainStay Research Value Fund $4.73
MainStay Growth Opportunities Fund $4.73
MainStay Equity Income Fund $4.73
MainStay Small Cap Value Fund $4.73
MainStay Small Cap Growth Fund $4.73
MainStay Global High Yield Fund $7.81
B) Transaction Fees:
1) Transaction Activity
$0.69 per account - automated purchase transactions
$1.26 per account - non-automated transactions
2) ACH Transactions/Checkwriting
$0.51 for each ACH transaction
20
<PAGE> 26
$1.02 for each checkwriting item
3) Fund Minimum (Cusip/Class/Fund)
$1,024 per month per cusip
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.
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, MainStay Shareholder Services, Inc. and Boston
Financial Data 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.
MAINSTAY SHAREHOLDER BOSTON FINANCIAL
SERVICES, INC. DATA SERVICES, INC.
NAME: /s/ Robert E. Brady NAME: /s/ Jane L. Brennan
TITLE: President & CEO TITLE: Vice President
DATE: 1/6/99 DATE: 2/12/99
21
<PAGE> 1
EXHIBIT h(8)
FUND ACCOUNTING AGREEMENT
between
THE MAINSTAY FUNDS
and
MAINSTAY MANAGEMENT, INC.
<PAGE> 2
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, dated as of the 27th day of October, 1997 made by and
between THE MAINSTAY FUNDS (the "Trust") a business trust operating as an open
end investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, and MainStay Management, Inc. ("MMI") a Delaware
corporation.
WITNESSETH:
WHEREAS, the Trust desires to appoint MMI as its Accounting Services Agent
to maintain and keep current the accounting records, including all journals, the
general ledger and other records of original entry relating to the business of
the Trust as set forth in Section 3 of this Agreement (the "Accounts and
Records") and to perform certain daily functions in connection with such
Accounts and Records; and
WHEREAS, MMI is willing to perform such functions upon the terms and
conditions set forth below; and
WHEREAS, the Trust will cause to be provided certain information to MMI as
set forth below; and
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. APPOINTMENT. The Trust hereby appoints MMI as Accounting
Services Agent of the Trust and MMI hereby accepts such appointment, all in
accordance with the terms and conditions of this Agreement. This appointment
shall take effect commencing October 27, 1997.
Section 2. FURNISHING OF EXISTING ACCOUNTS AND RECORDS. The Trust shall
promptly turn over to MMI such of the Accounts and Records previously maintained
by or for it as are necessary for MMI to perform its functions under this
Agreement. The Trust authorizes MMI to rely on such Accounts and Records turned
over to it and hereby indemnifies and will hold MMI, its successors and assigns,
harmless of and from any and all expenses, damages, claims, suits, liabilities,
actions, demands and losses whatsoever arising out of or in connection with any
error, omission, inaccuracy or other deficiency of such Accounts and Records or
in the failure of the Trust to provide any portion of such or to provide any
information needed by MMI to knowledgeably perform its functions.
Section 3. MAINTENANCE OF ACCOUNTS AND RECORDS. To the extent it receives
the necessary information from the Trust and its agents by Written or Oral
Instructions,
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<PAGE> 3
MMI shall maintain in accordance with Rule 3la-1 under the Investment Company
Act of 1940, as amended (the "1940 Act"), the following Accounts and Records
relating to the business of the Trust, in such form as may be mutually agreed to
between the Trust and MMI:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid Record
(d) Purchase and Sales Journal - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers
(g) Broker-Dealer Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral therefor
(l) Daily Trial Balances
(m) Investment Income Journal
The Trust will, prior to 4:00 p.m. (12:00 Noon with respect to the Trust's
Money Market funds), Eastern time, furnish MMI with Written or Oral Instructions
containing all necessary information (exclusive of portfolio prices) to perform
the above functions and to calculate the net asset value of each Fund of the
Trust, as provided below. The Trust shall indemnify and hold harmless MMI from
and against any liability arising from any discrepancy between the information
received by MMI and used in such calculations and any subsequent information
received from the Trust or any of its designated agents.
It shall be the responsibility of the Trust to furnish or cause to be
furnished to MMI, the declaration, record, payment dates and amounts of any
dividends or income and any other special actions required on or concerning each
of its portfolio securities.
Section 4. CALCULATION OF NET ASSET VALUE. MMI shall perform the
calculations necessary to calculate the net asset value of each Fund of the
Trust daily, in accordance with that Fund's current prospectus except where the
Trust has given or caused to be given specific Written or Oral Instructions to
utilize a different method of calculation. MMI shall notify the Trust if quotes
are not available and portfolio securities shall be given such values as the
Trust or its agent provides by Written or Oral Instructions. MMI shall have no
responsibility or liability for the accuracy of prices provided by the Trust or
its agents as described in the preceding sentence; for the accuracy of the
information supplied by the Trust; or for any loss, liability, damage or cost
arising out of any inaccuracy of such data. MMI shall have no responsibility or
duty to include information or valuations to be provided by the Trust or its
designated agent in any computation unless and until it is timely supplied to
MMI in useable form. Unless the necessary information to calculate the net asset
value daily is furnished by Written or Oral Instructions from the Trust or its
designated agent, MMI shall incur no liability,
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<PAGE> 4
and the Trust shall indemnify and hold harmless MMI from and against any
liability arising from any failure to provide complete information or from any
discrepancy between the information received by MMI and used in such calculation
and any subsequent information received from the Trust or any of its designated
agents.
Section 5. WRITTEN AND ORAL INSTRUCTIONS. Written Instructions as used
throughout this Agreement mean a writing signed or initialled by one or more
person or persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific statement of the purpose for which
such action is requested. Oral Instructions will be considered proper
instructions if MMI reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction involved.
The Trust shall cause all Oral Instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Trustees of the Trust, Oral Instructions may
include communications effected directly between electromechanical or electronic
devices provided that the Board of Trustees and MMI are satisfied that such
procedures afford adequate safeguards for the Trust's assets.
Section 6. RELIANCE ON INSTRUCTIONS. For all purposes under this
Agreement, MMI is authorized to act upon receipt of the first of any Written or
Oral Instruction it receives from the Trust or its agents on behalf of the
Trust. In cases where the first Instruction is an Oral Instruction, a
confirmatory Written Instruction shall be delivered, and in cases where MMI
receives an Instruction, whether Written or Oral, to enter a portfolio
transaction on the records, the Trust shall cause the Broker-Dealer to send a
written confirmation to MMI.
MMI shall be entitled to rely reasonably on the first Instruction received, and
for any act or omission undertaken in compliance therewith shall be free of
liability and fully indemnified and held harmless by the Trust, provided
however, that in the event a Written or Oral Instruction received by MMI is
countermanded by a timely later Written or Oral Instruction received by MMI
prior to acting upon such countermanded Instruction, MMI shall act upon such
later Written or Oral Instruction. The sole obligation of MMI with respect to
any follow-up or confirmatory Written Instruction, Oral Instruction in
documentary or written form, or Broker-Dealer written confirmation shall be to
make reasonable efforts to detect any discrepancy between the original
Instruction and such confirmation and to report such discrepancy to the Trust.
The Trust shall be responsible, at the Trust's expense, for taking any action,
including any reprocessing, necessary to correct any discrepancy or error, and
to the extent such action requires MMI to act, the Trust shall give MMI specific
Written Instructions as to the action required.
Section 7. MONTHLY STATEMENTS. At the end of each month, the Trust shall
cause each custodian to forward to MMI a monthly statement of cash and portfolio
transactions, which will be reconciled with MMI's Accounts and Records
maintained for the Trust. MMI will report any discrepancies to each custodian,
and report any unreconciled items to the Trust.
-4-
<PAGE> 5
Section 8. PERIODIC REPORTS.
(a) MMI shall promptly supply daily and periodic reports to the Trust or
its agents as requested by the Trust and agreed upon by MMI. MMI shall prepare
and maintain work papers to support the following accounts: cash reconciliation,
portfolio of investments, accrued interest, amounts due to/from brokers,
subscriptions and redemptions of Shares, Share reconciliation and dividends
payable.
(b) MMI will prepare the following financial reports:
(i) Daily Trial Balances
(ii) Statement of assets and liabilities (balance sheet)
(iii) Statement of operations (income and expense statement)
(iv) Statement of changes in net assets
(v) Schedules of purchases and sales of securities
Section 9. SHARE INFORMATION. The Trust shall, and shall require each of
its agents (including without limitation its Transfer Agent and its Custodian),
to provide MMI as of the close of each business day, or on such other schedule
as the Trust determines is necessary, (to be delivered to MMI by 10:00 a.m. the
next following business day) all data and information necessary for MMI to
maintain the Trust's Accounts and Records and MMI may conclusively assume that
the information it receives is complete and accurate. Among the information to
be received by MMI are reports of Share purchases, redemptions, and total shares
outstanding on the next business day after each net asset valuation. If supplied
by the Trust, any such information shall be supplied by Written or Oral
Instructions.
Section 10. AVAILABILITY OF ACCOUNTS AND RECORDS. The Accounts and
Records, in the agreed upon format, maintained by MMI shall be the property of
the Trust, and shall be made available to the Trust promptly upon request and
shall be maintained for the periods prescribed in Rule 31a-2 under the 1940 Act.
MMI shall assist the Trust's independent auditors, or upon approval of the
Trust, or upon demand, any regulatory body, in any requested review of the
Trust's Accounts and Records but shall be reimbursed for all expenses and
employee time invested in any such review outside of routine and normal periodic
reviews. Upon receipt from the Trust of the necessary information, MMI shall
supply the necessary data for the Trust or accountant's completion of any
necessary tax returns, questionnaires, periodic reports to shareholders and such
other reports and information requests as the Trust and MMI shall agree upon
from time to time.
Section 11. OTHER PROCEDURES. MMI and the Trust may from time to time
adopt such procedures as they agree upon in writing, and MMI may conclusively
rely on a determination by the Trust that any procedure approved by the Trust or
directed by the Trust, does not conflict with or violate any requirements of the
respective Prospectus, Declaration of Trust, By-Laws, or any rule or regulation
of any regulatory body or governmental agency. The
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<PAGE> 6
Trust shall be responsible for notifying MMI of any changes in regulations or
rules which would necessitate changes in MMI's procedures, and for working out
with MMI such changes.
Section 12. INDEMNIFICATION. MMI, in performing under the terms and
conditions of this Agreement, shall incur no liability for any reasonable
actions taken or omitted in good faith except as result from its negligence or
misconduct, or that of its officers, agents or employees, and the Trust hereby
agrees to indemnify and hold MMI harmless from any and all loss, liability and
expense, including any legal expenses, arising out of MMI's performance, or any
act or omission of MMI except such as shall result from its negligence,
misconduct or that of its officers, agents and employees in the performance of
this Agreement. Without limitation of the foregoing:
(a) MMI may rely upon the advice of the Trust or of counsel, who may be
counsel for the Trust or counsel for MMI and upon statements of accountants,
brokers and other persons believed by it in good faith to be expert in the
matters upon which they are consulted and MMI shall not be liable to anyone for
any actions taken in good faith upon such statements.
(b) MMI may act upon any Oral Instruction which it receives and which it
believes in good faith was transmitted by the person or persons authorized by
the Board of Trustees of the Trust to give such Oral Instructions. MMI shall
have no duty or obligation to make any inquiry or effort of certification of
such Oral Instruction.
(c) MMI shall not be liable for any reasonable action taken in good faith
reliance upon any Written Instruction or certified copy of any resolution of the
Board of Trustees of the Trust, and MMI may rely upon the genuineness of any
such document or copy thereof reasonably believed in good faith by MMI to have
been validly executed.
(d) MMI may rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of counsel,
statement, instrument, report, notice, consent, order, or other paper document
reasonably believed by it to be genuine and to have been signed or presented by
the purchaser, Trust or other proper party or parties.
(e) If the Trust is required to indemnify MMI under the terms of this
Agreement for any reason, MMI shall be entitled to indemnification only from the
assets of the one or more series with respect to which such right of
indemnification has arisen and not from the assets or any other series or the
Trust generally.
Section 13. COMPENSATION. MMI's compensation shall be as set forth in
Schedule A hereto attached, or as shall be set forth in amendments to such
Schedule approved in writing by the Trust and MMI.
Section 14. DAYS OF SERVICE. Nothing contained in this Agreement is
intended to or shall require MMI, in any capacity hereunder, to perform any
functions or duties on any
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<PAGE> 7
holiday, day of special observance or any other day on which the New York Stock
Exchange is closed. Functions or duties normally scheduled to be performed on
such days shall be performed on, and as of, the next scheduling business day on
which both the New York Stock Exchange and MMI are open. Notwithstanding the
foregoing, MMI shall compute the net asset value of the Fund on each day
required pursuant to Rule 22c-1 promulgated under the 1940 Act.
Section 15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which, when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
Section 16. TERMINATION. The Trust or MMI may give written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice not less than sixty (60) days after the giving
of notice. Upon the effective termination date, subject to payment to MMI by the
Trust of all amounts due to MMI as of said date, MMI shall produce to the Trust
or its designated recordkeeping successor, all of the records of the Trust
maintained and required to be maintained under this Agreement then in MMI's
possession.
Section 17. SUCCESSORS AND ASSIGNS. This Agreement shall extend to and
shall be binding upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by the
Trust without the written consent of MMI, or by MMI, without the written consent
of the Trust authorized or approved by a resolution of the Board of Trustees.
Section 18. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York.
Section 19. NO LIABILITY OF TRUSTEES OR SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on them personally, and the obligations of this Agreement are not
binding upon any of the trustees or shareholders of the Trust, but bind only the
trust property of the Trust as provided in the Declaration of Trust.
Section 20. MISCELLANEOUS.
(a) The headings of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(b) MMI shall not be liable for delays or errors occurring by reason of
circumstances beyond its control including, but not limited to, acts of civil or
military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or
-7-
<PAGE> 8
failure of communication or power supply.
(c) MMI shall notify the Trust should any of MMI's insurance coverage be
changed for any reason. Such notification shall include the date of change and
reasons therefor. MMI shall notify the Trust of any material claims against MMI
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 MMI
under its insurance coverage.
(d) No provision of this Agreement shall prevent MMI from offering
services similar or identical to those covered by this Agreement to any other
corporations, associations or entities of any kind. Any and all operational
procedures, techniques and devices developed by MMI in connection with the
performance of its duties and obligations under this Agreement, including those
developed in conjunction with the Trust, shall be and remain the property of
MMI, and MMI shall be free to employ such procedures, techniques and devices in
connection with the performance of any other contract with any other person
whether or not such contract is similar or identical to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and attested, as of the day and year
first above written.
THE MAINSTAY FUNDS
ATTEST /s/ A. Thomas Smith III /s/ Stephen C. Roussin
------------------------- -------------------------
Secretary President
MAINSTAY MANAGEMENT, INC.
ATTEST /s/ Sara L. Badler /s/ Anthony W. Polis
------------------------- -------------------------
Secretary Vice President and Chief Financial Officer
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<PAGE> 9
SCHEDULE A
(Fees)
Accounting services will be provided to the Trust by MMI at the lower of
its cost or the fee schedule below. These services include its salaries and
overhead expenses for personnel, facilities and equipment costs attributable to
the accounting functions. In the event this Agreement is in effect for only a
portion of any one year, the fee payable shall be reduced proportionately on the
basis of the number of business days (any day on which the New York Stock
Exchange is open for trading) during which the Agreement was in effect for that
year.
ANNUAL FEES PER PORTFOLIO
Fund Net Assets Accounting Fee Schedule
- --------------- -----------------------
First $20 Million 1/20 of 1%
Next $80 Million 1/30 of 1%
Excess 1/100 of 1%
Minimum Monthly Charge $1,000
This accounting services fee shown above is an annual charge, billed and payable
monthly, based upon average monthly net assets.
-9-
<PAGE> 1
Exhibit J
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 51 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated March
19, 1999, relating to the financial statements of NYLIFE Inc. and subsidiaries,
which appears in such Statement of Additional Information, and to the
incorporation by reference of our report into the Prospectus which constitutes
part of this Registration Statement. We also consent to the incorporation by
reference in the Prospectus and Statement of Additional Information of our
reports dated February 19, 1999, February 24, 1999, and February 26, 1999
relating to the financial statements and financial highlights appearing in the
December 31, 1998 Annual Reports to Shareholders of The MainStay Funds, which
financial statements are also incorporated by reference into the Registration
Statement. We also consent to the incorporation by reference in the Prospectus
and Statement of Additional Information of our report dated February 11, 1999,
relating to the financial statements and financial highlights appearing in the
December 31, 1998 Annual Report to Shareholders of the MAP-Equity Fund, which is
also incorporated by reference into the Registration Statement. We also consent
to the references to us under the heading "Financial Highlights" in the
Prospectus and under the heading "Other Information-Independent Accountants" in
the Statement of Additional Information.
/s/ PriceWaterhouse Coopers LLP
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
April 27, 1999
<PAGE> 1
EXHIBIT m(1)(m)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS A SHARES
OF THE MAINSTAY FUNDS
WHEREAS, The MainStay Funds (the "Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of beneficial interest of the Trust are currently divided
into a number of separate series (individually, a "Fund,"and collectively, the
"Funds") as set forth in Schedule A, as amended from time to time;
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan of Distribution will benefit the
Trust, the Fund and its shareholders;
WHEREAS, the Trust employs NYLIFE Distributors Inc. ("NYLIFE
Distributors") as distributor of the securities of which it is the issuer,
including Class A shares of the Fund; and
WHEREAS, the Trust and NYLIFE Distributors have entered into a
Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors
in such capacity during the continuous offering of both Class A and Class B
shares of the Trust.
NOW, THEREFORE, the Trust hereby adopts on behalf of the Fund, and NYLIFE
Distributors hereby agrees to the terms of, the Plan, in accordance with Rule
12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to NYLIFE Distributors, as the distributor of
securities of which the Fund is the issuer, a fee for distribution of Class A
shares, and services to shareholders of the Class A shares of the Fund at the
annual rate of 0.25% of the Fund's average daily net assets of the Fund's Class
A shares. Such fee shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine, subject to any applicable
restriction imposed by rules of the National Association of Securities Dealers,
Inc. If this Plan is terminated, the Fund will owe no payments to NYLIFE
Distributors other than any portion of the distribution fee accrued through the
effective date of termination but then unpaid.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
NYLIFE Distributors' services as distributor of the Class A shares of the Fund
in connection with any activities or expenses primarily intended to result in
the sale of Class A shares of the Fund, including, but not limited to,
compensation to registered representatives or other employees of NYLIFE
Distributors and to other broker-dealers that have entered into a Soliciting
Dealer Agreement with NYLIFE Distributors, compensation to and expenses of
employees of NYLIFE Distributors who engage in or support distribution of the
Fund's Class A shares; telephone expenses; interest expense; printing of
prospectuses and reports for other than existing
<PAGE> 2
shareholders; preparation, printing and distribution of sales literature and
advertising materials; administrative services and expenses; and profit on the
foregoing; provided, however, that such amount to be paid to NYLIFE Distributors
may be paid to it as compensation for "service activities" (as defined below)
rendered to Class A shareholders of the Fund. Such fee shall be calculated daily
and paid monthly or at such other intervals as the Board shall determine.
For purposes of the Plan, "service activities" shall mean activities in
connection with the provision of personal, continuing services to investors in
the Fund, excluding transfer agent and subtransfer agent services for beneficial
owners of Fund Class A shares, aggregating and processing purchase and
redemption orders, providing beneficial owners with share account statements,
processing dividend payments, providing subaccounting services for Class A
shares held beneficially, forwarding shareholder communications to beneficial
owners and receiving, tabulating and transmitting proxies executed by beneficial
owners; provided, however, that if the National Association of Securities
Dealers Inc. ("NASD") adopts a definition of "service fee" for purposes of
Section 26(d) of the Rules of Fair Practice of the NASD that differs from the
definition of "service activities" hereunder, or if the NASD adopts a related
definition intended to define the same concept, the definition of "service
activities" in this Paragraph shall be automatically amended, without further
action of the parties, to conform to such NASD definition. Overhead and other
expenses of NYLIFE Distributors related to its "service activities," including
telephone and other communications expenses, may be included in the information
regarding amounts expended for such activities.
3. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-l Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.
4. The Plan of Distribution shall continue in full force and effect as to
the Fund for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
5. NYLIFE Distributors shall provide to the Trustees of the Trust and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
6. This Plan may be terminated as to the Fund at any time, without payment
of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote
of a majority of the outstanding voting securities of the Fund on not more than
30 days' written notice to any other party to the Plan.
<PAGE> 3
7. This Plan may not be amended to increase materially the amount of the
compensation provided for in paragraph 1 hereof unless such amendment is
approved in the manner provided for initial approval in paragraph 3 hereof, and
no material amendment to the Plan shall be made unless approved in the manner
provided for approval and annual renewal in paragraph 4 hereof.
8. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Trust shall be
committed to the discretion of the Trustees who are not such interested persons.
9. The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof, for a period of not less
than six years from the date of this Plan, any such agreement or any such
report, as the case may be, the first two years in an easily accessible place.
10. The Trustees of the Trust and the shareholders of the Fund shall not
be liable for any obligations of the Trust or the Fund under this Plan, and
NYLIFE Distributors or any other person, in asserting any rights or claims under
this Plan, shall look only to the assets and property of the Trust or the Fund
in settlement of such right or claim, and not to such Trustees or shareholders.
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, and NYLIFE
Distributors have executed this amended and restated Plan of Distribution as of
the 21st day of October, 1997, to be effective October 21, 1997.
THE MAINSTAY FUNDS
/s/ Stephen C. Roussin
By: _________________________________
Title: President and
Chief Executive Officer
NYLIFE DISTRIBUTORS INC.
/s/ Frank Mistero
By: _________________________________
Title: President
<PAGE> 4
SCHEDULE A
(as revised, October 27, 1997, April 27, 1998 and March 15, 1999)
Capital Appreciation Fund
International Equity Fund
Equity Index Fund
Convertible Fund
Total Return Fund
Value Fund
Government Fund
High Yield Corporate Bond Fund
International Bond Fund
California Tax Free Fund
New York Tax Free Fund
Tax Free Bond Fund
Strategic Income Fund
Strategic Value Fund
Blue Chip Growth Fund
Research Value Fund
Small Cap Value Fund
Growth Opportunities Fund
Small Cap Growth Fund
Equity Income Fund
Global High Yield Fund
MAP Equity Fund
<PAGE> 1
EXHIBIT m(1)(n)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS B SHARES
OF THE MAINSTAY FUNDS
WHEREAS, The MainStay Funds (the "Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of beneficial interest of the Trust are currently divided
into a number of separate series (individually, a "Fund,"and collectively, the
"Funds") as set forth in Schedule A, as amended from time to time;
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan of Distribution (the "Plan")
will benefit the Trust, each Fund and its respective shareholders;
WHEREAS, the Trust employs NYLIFE Distributors Inc. ("NYLIFE
Distributors") as distributor of the securities of which it is the issuer,
including Class B shares of each Fund; and
WHEREAS, the Trust and NYLIFE Distributors have entered into a
Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors
in such capacity during the continuous offering of Class B shares of the Trust.
NOW, THEREFORE, the Trust hereby adopts on behalf of each Fund, and NYLIFE
Distributors hereby agrees to the terms of, the Plan in accordance with Rule
12b-1 under the Act on the following terms and conditions:
1. Each Fund shall pay to NYLIFE Distributors, as the distributor of
securities of which the Fund is the issuer, a fee for distribution of the Class
B shares of the Fund at an annual rate, as set forth opposite each Fund's name
on Schedule A, of the Fund's average daily net assets attributable to the Fund's
Class B shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Trustees shall determine, subject to any
applicable restriction imposed by rules of the National Association of
Securities Dealers, Inc. If this Plan is terminated, a Fund will owe no payments
to NYLIFE Distributors other than any portion of the distribution fee accrued
through the effective date of termination but then unpaid.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
NYLIFE Distributors' services as distributor of the Class B shares of each Fund
in connection with any activities or expenses primarily intended to result in
the sale of Class B shares of the Fund, including, but not limited to,
compensation to registered representatives or other employees of NYLIFE
Distributors and its affiliates, including NYLIFE Securities Inc., and to other
broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE
Distributors, compensation to and expenses of employees of NYLIFE Distributors
who engage in or support distribution of the
<PAGE> 2
Fund's Class B shares; telephone expenses; interest expense; printing of
prospectuses and reports for other than existing shareholders; preparation,
printing and distribution of sales literature and advertising materials;
administrative services and expenses; and profit on the foregoing.
3. Each Fund will pay to NYLIFE Distributors, in addition to the
distribution fee, a service fee at the rate of 0.25% on an annualized basis of
the average daily net assets of the Class B shares of the Fund (the "Service
Fee") as compensation for "service activities" (as defined below) rendered to
shareholders of the Fund. Such Service Fee shall be calculated daily and paid
monthly or at such other intervals as the Board shall determine.
For purposes of the Plan, "service activities" shall mean activities in
connection with the provision of personal, continuing services to investors in a
Fund, excluding transfer agent and subtransfer agent services for beneficial
owners of Fund Class B shares, aggregating and processing purchase and
redemption orders, providing beneficial owners with share account statements,
processing dividend payments, providing subaccounting services for Class B
shares held beneficially, forwarding shareholder communications to beneficial
owners and receiving, tabulating and transmitting proxies executed by beneficial
owners; provided, however, that if the National Association of Securities
Dealers Inc. ("NASD") adopts a definition of "service activities" for purposes
of Conduct Rule 2830 that differs from the definition of "service activities"
hereunder, or if the NASD adopts a related definition intended to define the
same concept, the definition of "service activities" in this Paragraph shall be
automatically amended, without further action of the parties, to conform to such
NASD definition. Overhead and other expenses of NYLIFE Distributors related to
its "service activities," including telephone and other communications expenses,
may be included in the amounts expended for such activities.
4. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-l Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.
5. The Plan of Distribution shall continue in full force and effect as to
a Fund for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. NYLIFE Distributors shall provide to the Trustees of the Trust and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
7. This Plan may be terminated as to a Fund at any time, without payment
of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote
of a majority of the outstanding voting securities of the Fund on not more than
30 days' written notice to any other party
-2-
<PAGE> 3
to the Plan.
8. This Plan may not be amended to increase materially the amount of
compensation provided for herein unless such amendment is approved in the manner
provided for initial approval in paragraph 4 hereof, and no material amendment
to the Plan shall be made unless approved in the manner provided for approval
and annual renewal in paragraph 5 hereof.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Trust shall be
committed to the discretion of the Trustees who are not such interested persons.
10. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.
11. The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or the Fund under this Plan, and
NYLIFE Distributors or any other person, in asserting any rights or claims under
this Plan, shall look only to the assets and property of the Trust or the Fund
in settlement of such right or claim, and not to such Trustees or shareholders.
IN WITNESS WHEREOF, the Trust, on behalf of each Fund, and NYLIFE
Distributors have executed this Plan of Distribution as of the 21st day of
October, 1997, to be effective October 21, 1997.
THE MAINSTAY FUNDS
/s/ Stephen C. Roussin
By: _______________________________
Title: President and Chief Executive
Officer
NYLIFE DISTRIBUTORS INC.
/s/ Frank C. Mistero
By: _______________________________
Title: President
-3-
<PAGE> 4
SCHEDULE A
(as revised, October 27, 1997, April 27, 1998 and March 15, 1999)
FUND DISTRIBUTION FEE
- ---- ----------------
Capital Appreciation Fund .75%
International Equity Fund .75%
Convertible Fund .75%
Total Return Fund .75%
Value Fund .75%
Government Fund .75%
High Yield Corporate Bond Fund .75%
International Bond Fund .75%
California Tax Free Fund .25%
New York Tax Free Fund .25%
Tax Free Bond Fund .25%
Strategic Income Fund .75%
Strategic Value Fund .75%
Blue Chip Growth Fund .75%
Research Value Fund .75%
Small Cap Value Fund .75%
Growth Opportunities Fund .75%
Small Cap Growth Fund .75%
Equity Income Fund .75%
Global High Yield Fund .75%
MAP Equity Fund .75%
-4-
<PAGE> 1
EXHIBIT m(1)(o)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS C SHARES
OF THE MAINSTAY FUNDS
WHEREAS, The MainStay Funds (the "Trust") engages in business as an
open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, shares of beneficial interest of the Trust are currently divided
into a number of separate series (individually, a "Fund,"and collectively, the
"Funds") as set forth in Schedule A, as amended from time to time;
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan of Distribution (the "Plan")
will benefit the Trust, each Fund and its respective shareholders;
WHEREAS, the Trust employs NYLIFE Distributors Inc. ("NYLIFE
Distributors") as distributor of the securities of which it is the issuer,
including Class C shares of each Fund; and
WHEREAS, the Trust and NYLIFE Distributors have entered into a
Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors
in such capacity during the continuous offering of Class C shares of the Trust.
NOW, THEREFORE, the Trust hereby adopts on behalf of each Fund, and NYLIFE
Distributors hereby agrees to the terms of, the Plan in accordance with Rule
12b-1 under the Act on the following terms and conditions:
1. Each Fund shall pay to NYLIFE Distributors, as the distributor of
securities of which the Fund is the issuer, a fee for distribution of the Class
C shares of the Fund at an annual rate, as set forth opposite each Fund's name
on Schedule A, of the Fund's average daily net assets attributable to the Fund's
Class C shares. Such fee shall be calculated and accrued daily and paid monthly
or at such other intervals as the Trustees shall determine, subject to any
applicable restriction imposed by rules of the National Association of
Securities Dealers, Inc. If this Plan is terminated, a Fund will owe no payments
to NYLIFE Distributors other than any portion of the distribution fee accrued
through the effective date of termination but then unpaid.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
NYLIFE Distributors' services as distributor of the Class C shares of each Fund
in connection with any activities or expenses primarily intended to result in
the sale of Class C shares of the Fund, including, but not limited to,
compensation to registered representatives or other employees of NYLIFE
Distributors and its affiliates, including NYLIFE Securities Inc., and to other
broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE
Distributors, compensation to and expenses of employees of NYLIFE Distributors
who engage in or support distribution of the
<PAGE> 2
Fund's Class C shares; telephone expenses; interest expense; printing of
prospectuses and reports for other than existing shareholders; preparation,
printing and distribution of sales literature and advertising materials;
administrative services and expenses; and profit on the foregoing.
3. Each Fund will pay to NYLIFE Distributors, in addition to the
distribution fee, a service fee at the rate of 0.25% on an annualized basis of
the average daily net assets of the Class C shares of the Fund (the "Service
Fee") as compensation for "service activities" (as defined below) rendered to
shareholders of the Fund. Such Service Fee shall be calculated daily and paid
monthly or at such other intervals as the Board shall determine.
For purposes of the Plan, "service activities" shall mean activities in
connection with the provision of personal, continuing services to investors in a
Fund, excluding transfer agent and subtransfer agent services for beneficial
owners of Fund Class C shares, aggregating and processing purchase and
redemption orders, providing beneficial owners with share account statements,
processing dividend payments, providing subaccounting services for Class C
shares held beneficially, forwarding shareholder communications to beneficial
owners and receiving, tabulating and transmitting proxies executed by beneficial
owners; provided, however, that if the National Association of Securities
Dealers Inc. ("NASD") adopts a definition of "service activities" for purposes
of Conduct Rule 2830 that differs from the definition of "service activities"
hereunder, or if the NASD adopts a related definition intended to define the
same concept, the definition of "service activities" in this Paragraph shall be
automatically amended, without further action of the parties, to conform to such
NASD definition. Overhead and other expenses of NYLIFE Distributors related to
its "service activities," including telephone and other communications expenses,
may be included in the amounts expended for such activities.
4. This Plan shall not take effect until it, together with any related
agreements, has been approved by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-l Trustees"), cast in person at a meeting (or meetings) called
for the purpose of voting on this Plan and such related agreements.
5. The Plan of Distribution shall continue in full force and effect as to
a Fund for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. NYLIFE Distributors shall provide to the Trustees of the Trust and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
7. This Plan may be terminated as to a Fund at any time, without payment
of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote
of a majority of the outstanding voting securities of the Fund on not more than
30 days' written notice to any other party
-2-
<PAGE> 3
to the Plan.
8. This Plan may not be amended to increase materially the amount of
compensation provided for herein unless such amendment is approved in the manner
provided for initial approval in paragraph 4 hereof, and no material amendment
to the Plan shall be made unless approved in the manner provided for approval
and annual renewal in paragraph 5 hereof.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Trust shall be
committed to the discretion of the Trustees who are not such interested persons.
10. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.
11. The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or the Fund under this Plan, and
NYLIFE Distributors or any other person, in asserting any rights or claims under
this Plan, shall look only to the assets and property of the Trust or the Fund
in settlement of such right or claim, and not to such Trustees or shareholders.
IN WITNESS WHEREOF, the Trust, on behalf of each Fund, and NYLIFE
Distributors have executed this Plan of Distribution as of the 1st day of
September, 1998, to be effective September 1, 1998.
THE MAINSTAY FUNDS
By: /s/ Stephen C. Roussin
------------------------------------
Title:
NYLIFE DISTRIBUTORS INC.
By: /s/ Anthony W. Polis
------------------------------------
Title:
-3-
<PAGE> 4
SCHEDULE A
(as revised March 15, 1999)
FUND DISTRIBUTION FEE
CAPITAL APPRECIATION FUND .75%
INTERNATIONAL EQUITY FUND .75%
CONVERTIBLE FUND .75%
TOTAL RETURN FUND .75%
VALUE FUND .75%
GOVERNMENT FUND .75%
HIGH YIELD CORPORATE BOND FUND .75%
INTERNATIONAL BOND FUND .75%
CALIFORNIA TAX FREE FUND .25%
NEW YORK TAX FREE FUND .25%
STRATEGIC INCOME FUND .75%
STRATEGIC VALUE FUND .75%
TAX FREE BOND FUND .25%
BLUE CHIP GROWTH FUND .75%
RESEARCH VALUE FUND .75%
SMALL CAP VALUE FUND .75%
GROWTH OPPORTUNITIES FUND .75%
SMALL CAP GROWTH FUND .75%
EQUITY INCOME FUND .75%
GLOBAL HIGH YIELD FUND .75%
MAP EQUITY FUND .75%
-4-
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<NAME> THE MAINSTAY FUNDS
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<NUMBER> 031
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 719,833,532
<INVESTMENTS-AT-VALUE> 683,684,269
<RECEIVABLES> 35,675,958
<ASSETS-OTHER> 9,142,860
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 728,503,087
<PAYABLE-FOR-SECURITIES> 21,054,839
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,272,607
<TOTAL-LIABILITIES> 28,327,446
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 744,972,605
<SHARES-COMMON-STOCK> 3,392,907
<SHARES-COMMON-PRIOR> 4,748,983
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (310,727)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (13,854,978)
<ACCUM-APPREC-OR-DEPREC> (30,631,259)
<NET-ASSETS> 700,175,641
<DIVIDEND-INCOME> 16,439,986
<INTEREST-INCOME> 27,625,521
<OTHER-INCOME> 0
<EXPENSES-NET> 17,614,547
<NET-INVESTMENT-INCOME> 26,450,960
<REALIZED-GAINS-CURRENT> 20,519,764
<APPREC-INCREASE-CURRENT> (37,574,160)
<NET-CHANGE-FROM-OPS> 9,396,544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,145,731)
<DISTRIBUTIONS-OF-GAINS> (2,062,425)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 545,280
<NUMBER-OF-SHARES-REDEEMED> (2,202,369)
<SHARES-REINVESTED> 301,013
<NET-CHANGE-IN-ASSETS> (13,634,525)
<ACCUMULATED-NII-PRIOR> 538,389
<ACCUMULATED-GAINS-PRIOR> 44,533
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,013,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,615,000
<AVERAGE-NET-ASSETS> 836,932,000
<PER-SHARE-NAV-BEGIN> 13.530
<PER-SHARE-NII> 0.550
<PER-SHARE-GAIN-APPREC> (0.360)
<PER-SHARE-DIVIDEND> (1.210)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.510
<EXPENSE-RATIO> 1.400
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 032
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 719,833,532
<INVESTMENTS-AT-VALUE> 683,684,269
<RECEIVABLES> 35,675,958
<ASSETS-OTHER> 9,142,660
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 728,503,087
<PAYABLE-FOR-SECURITIES> 21,054,839
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,272,607
<TOTAL-LIABILITIES> 28,327,446
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 744,972,605
<SHARES-COMMON-STOCK> 52,580,673
<SHARES-COMMON-PRIOR> 52,231,047
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (310,727)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (13,854,978)
<ACCUM-APPREC-OR-DEPREC> (30,631,259)
<NET-ASSETS> 700,175,641
<DIVIDEND-INCOME> 16,439,986
<INTEREST-INCOME> 27,625,521
<OTHER-INCOME> 0
<EXPENSES-NET> 17,614,547
<NET-INVESTMENT-INCOME> 26,450,960
<REALIZED-GAINS-CURRENT> 20,519,764
<APPREC-INCREASE-CURRENT> (37,574,180)
<NET-CHANGE-FROM-OPS> 9,396,544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (26,154,338)
<DISTRIBUTIONS-OF-GAINS> (32,358,830)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,620,939
<NUMBER-OF-SHARES-REDEEMED> 16,303,504
<SHARES-REINVESTED> 4,032,191
<NET-CHANGE-IN-ASSETS> (182,578,811)
<ACCUMULATED-NII-PRIOR> 538,389
<ACCUMULATED-GAINS-PRIOR> 44,533
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,013,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,616,000
<AVERAGE-NET-ASSETS> 836,932,000
<PER-SHARE-NAV-BEGIN> 13.520
<PER-SHARE-NII> 0.450
<PER-SHARE-GAIN-APPREC> (0.360)
<PER-SHARE-DIVIDEND> (1.100)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.510
<EXPENSE-RATIO> 2.150
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 033
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 719,633,532
<INVESTMENTS-AT-VALUE> 683,684,269
<RECEIVABLES> 35,675,958
<ASSETS-OTHER> 9,142,860
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 728,503,087
<PAYABLE-FOR-SECURITIES> 21,054,839
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,272,607
<TOTAL-LIABILITIES> 28,327,446
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 744,972,605
<SHARES-COMMON-STOCK> 32
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (310,727)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (13,854,978)
<ACCUM-APPREC-OR-DEPREC> (30,631,259)
<NET-ASSETS> 700,175,641
<DIVIDEND-INCOME> 16,439,986
<INTEREST-INCOME> 27,625,521
<OTHER-INCOME> 0
<EXPENSES-NET> 17,614,547
<NET-INVESTMENT-INCOME> 28,450,960
<REALIZED-GAINS-CURRENT> 20,519,764
<APPREC-INCREASE-CURRENT> (37,574,180)
<NET-CHANGE-FROM-OPS> 9,396,544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7
<DISTRIBUTIONS-OF-GAINS> 20
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 100
<NUMBER-OF-SHARES-REDEEMED> 70
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 9,396,921
<ACCUMULATED-NII-PRIOR> 538,389
<ACCUMULATED-GAINS-PRIOR> 44,533
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,013,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,615,000
<AVERAGE-NET-ASSETS> 836,932,000
<PER-SHARE-NAV-BEGIN> 12.670
<PER-SHARE-NII> 0.260
<PER-SHARE-GAIN-APPREC> 0.480
<PER-SHARE-DIVIDEND> (0.260)
<PER-SHARE-DISTRIBUTIONS> (0.640)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.510
<EXPENSE-RATIO> 2.150
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
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<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 061
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 574,051,002
<INVESTMENTS-AT-VALUE> 574,051,002
<RECEIVABLES> 2,456,242
<ASSETS-OTHER> 177,428
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 576,684,672
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,741,807
<TOTAL-LIABILITIES> 2,741,807
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 573,951,778
<SHARES-COMMON-STOCK> 149,750,320
<SHARES-COMMON-PRIOR> 80,925,440
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (8,913)
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 573,942,865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26,728,486
<OTHER-INCOME> 0
<EXPENSES-NET> (3,339,895)
<NET-INVESTMENT-INCOME> 23,388,591
<REALIZED-GAINS-CURRENT> 6,969
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 23,395,560
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,052,302)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 829,118,872
<NUMBER-OF-SHARES-REDEEMED> (827,769,667)
<SHARES-REINVESTED> 4,475,675
<NET-CHANGE-IN-ASSETS> 24,168,138
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (15,882)
<GROSS-ADVISORY-FEES> 1,148,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,447,000
<AVERAGE-NET-ASSETS> 477,133,000
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> (0.050)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.700
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 062
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 574,051,002
<INVESTMENTS-AT-VALUE> 574,051,002
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> THE MAINSTAY FUNDS
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> THE MAINSTAY FUNDS
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> THE MAINSTAY FUNDS
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<NAME> MAINSTAY FUNDS INC.
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<NAME> MAINSTAY FUNDS INC.
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<NUMBER> 203
<NAME> CLASS C
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 241
<NAME> CLASS A
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<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
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<DIVIDEND-INCOME> 0
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
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<NUMBER> 1
<NAME> CLASS B
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
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<INVESTMENTS-AT-COST> 10,544,518
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 243
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-01-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> MAINSTAY EQUITY INDEX FUND
<SERIES>
<NUMBER> 111
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 051
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 052
<NAME> CLASS B
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
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<PER-SHARE-NAV-END> 8.440
<EXPENSE-RATIO> 1.870
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 053
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 672,595,264
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<ACCUM-APPREC-OR-DEPREC> 2,283,883
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<EXPENSES-NET> (11,546,355)
<NET-INVESTMENT-INCOME> 27,879,194
<REALIZED-GAINS-CURRENT> 30,978,483
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<SHARES-REINVESTED> 55
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<PER-SHARE-NAV-END> 8.440
<EXPENSE-RATIO> 1.870
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 071
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 465,238,536
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<ACCUMULATED-NET-GAINS> (3,746,833)
<OVERDISTRIBUTION-GAINS> 469,625
<ACCUM-APPREC-OR-DEPREC> 11,232,702
<NET-ASSETS> 479,293,026
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,284,330
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<EXPENSES-NET> (6,094,365)
<NET-INVESTMENT-INCOME> 21,189,965
<REALIZED-GAINS-CURRENT> 5,906,298
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<NUMBER-OF-SHARES-SOLD> 7,734,640
<NUMBER-OF-SHARES-REDEEMED> (3,521,161)
<SHARES-REINVESTED> 595,727
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<PER-SHARE-NAV-END> 10.200
<EXPENSE-RATIO> 1.020
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 072
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 465,238,536
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<PAID-IN-CAPITAL-COMMON> 471,337,532
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<SHARES-COMMON-PRIOR> 47,302,846
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<ACCUMULATED-NET-GAINS> (3,746,833)
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<ACCUM-APPREC-OR-DEPREC> 11,232,702
<NET-ASSETS> 479,293,026
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,284,330
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<EXPENSES-NET> (6,094,365)
<NET-INVESTMENT-INCOME> 21,189,965
<REALIZED-GAINS-CURRENT> 5,906,298
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<NUMBER-OF-SHARES-SOLD> 38,082,025
<NUMBER-OF-SHARES-REDEEMED> (72,709,355)
<SHARES-REINVESTED> 13,369,997
<NET-CHANGE-IN-ASSETS> (17,087,671)
<ACCUMULATED-NII-PRIOR> 8,400
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<OVERDIST-NET-GAINS-PRIOR> (9,653,131)
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<PER-SHARE-DIVIDEND> (0.460)
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<PER-SHARE-NAV-END> 10.210
<EXPENSE-RATIO> 1.270
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 073
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 465,238,536
<INVESTMENTS-AT-VALUE> 476,471,238
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<SHARES-COMMON-STOCK> 524
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<ACCUMULATED-NET-GAINS> (3,746,833)
<OVERDISTRIBUTION-GAINS> 469,625
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<NET-ASSETS> 479,293,026
<DIVIDEND-INCOME> 0
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<OTHER-INCOME> 0
<EXPENSES-NET> (6,094,365)
<NET-INVESTMENT-INCOME> 21,189,965
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<APPREC-INCREASE-CURRENT> (4,593,758)
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<DISTRIBUTIONS-OF-INCOME> (42)
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<NUMBER-OF-SHARES-SOLD> 5,300
<NUMBER-OF-SHARES-REDEEMED> (2)
<SHARES-REINVESTED> 41
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<PER-SHARE-NII> 0.160
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<PER-SHARE-NAV-END> 10.210
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 091
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 092
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 093
<NAME> SERIES 093
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 041
<NAME> MAINSTAY HIGH YIELD CORPORATE BOND FUND
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 042
<NAME> MAINSTAY HIGH YIELD CORPORATE BOND FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<INVESTMENTS-AT-COST> 3,759,388,046
<INVESTMENTS-AT-VALUE> 3,538,249,989
<RECEIVABLES> 77,538,290
<ASSETS-OTHER> 3,602,207
<OTHER-ITEMS-ASSETS> 1,815,097
<TOTAL-ASSETS> 3,621,205,583
<PAYABLE-FOR-SECURITIES> 6,012,500
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17,598,679
<TOTAL-LIABILITIES> 23,611,179
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,857,440,329
<SHARES-COMMON-STOCK> 439,389,326
<SHARES-COMMON-PRIOR> 414,624,110
<ACCUMULATED-NII-CURRENT> 774,735
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (38,231,679)
<ACCUM-APPREC-OR-DEPREC> (222,388,981)
<NET-ASSETS> 3,597,594,404
<DIVIDEND-INCOME> 13,532,549
<INTEREST-INCOME> 371,100,885
<OTHER-INCOME> 0
<EXPENSES-NET> (62,701,162)
<NET-INVESTMENT-INCOME> 321,932,272
<REALIZED-GAINS-CURRENT> (34,244,342)
<APPREC-INCREASE-CURRENT> (240,952,345)
<NET-CHANGE-FROM-OPS> 46,735,585
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (294,471,389)
<DISTRIBUTIONS-OF-GAINS> (17,624,836)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 96,382,249
<NUMBER-OF-SHARES-REDEEMED> (98,328,752)
<SHARES-REINVESTED> 26,711,718
<NET-CHANGE-IN-ASSETS> (60,750,055)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 15,191,110
<OVERDISTRIB-NII-PRIOR> (872,247)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,089,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 64,299,000
<AVERAGE-NET-ASSETS> 3,698,587,000
<PER-SHARE-NAV-BEGIN> 8.150
<PER-SHARE-NII> 0.690
<PER-SHARE-GAIN-APPREC> (0.580)
<PER-SHARE-DIVIDEND> (0.690)
<PER-SHARE-DISTRIBUTIONS> (0.040)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 7.530
<EXPENSE-RATIO> 1.750
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 043
<NAME> MAINSTAY HIGH YIELD CORPORATE BOND FUND
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 3,759,388,046
<INVESTMENTS-AT-VALUE> 3,538,249,989
<RECEIVABLES> 77,538,290
<ASSETS-OTHER> 3,602,207
<OTHER-ITEMS-ASSETS> 1,815,097
<TOTAL-ASSETS> 3,621,205,583
<PAYABLE-FOR-SECURITIES> 6,012,500
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17,598,679
<TOTAL-LIABILITIES> 23,611,179
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,857,440,329
<SHARES-COMMON-STOCK> 1,330,953
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 774,735
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (38,231,679)
<ACCUM-APPREC-OR-DEPREC> (222,388,981)
<NET-ASSETS> 3,597,594,404
<DIVIDEND-INCOME> 13,532,549
<INTEREST-INCOME> 371,100,885
<OTHER-INCOME> 0
<EXPENSES-NET> (62,701,162)
<NET-INVESTMENT-INCOME> 321,932,272
<REALIZED-GAINS-CURRENT> (34,244,342)
<APPREC-INCREASE-CURRENT> (240,952,345)
<NET-CHANGE-FROM-OPS> 46,735,585
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (195,410)
<DISTRIBUTIONS-OF-GAINS> (48,681)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,315,767
<NUMBER-OF-SHARES-REDEEMED> (7,314)
<SHARES-REINVESTED> 22,500
<NET-CHANGE-IN-ASSETS> 56,392,301
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 15,191,110
<OVERDISTRIB-NII-PRIOR> (872,247)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,089,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 64,299,000
<AVERAGE-NET-ASSETS> 3,698,567,000
<PER-SHARE-NAV-BEGIN> 7.420
<PER-SHARE-NII> 0.200
<PER-SHARE-GAIN-APPREC> 0.220
<PER-SHARE-DIVIDEND> (0.270)
<PER-SHARE-DISTRIBUTIONS> (0.040)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 7.530
<EXPENSE-RATIO> 1.750
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 171
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 57,380,199
<INVESTMENTS-AT-VALUE> 56,367,995
<RECEIVABLES> 403,862
<ASSETS-OTHER> 147,479
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,919,336
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 361,760
<TOTAL-LIABILITIES> 361,760
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58,781,753
<SHARES-COMMON-STOCK> 1,762,515
<SHARES-COMMON-PRIOR> 1,323,185
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (41,029)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,160,654)
<ACCUM-APPREC-OR-DEPREC> (1,022,494)
<NET-ASSETS> 56,557,576
<DIVIDEND-INCOME> 558,414
<INTEREST-INCOME> 1,113,082
<OTHER-INCOME> 0
<EXPENSES-NET> (1,164,224)
<NET-INVESTMENT-INCOME> 507,272
<REALIZED-GAINS-CURRENT> (1,159,336)
<APPREC-INCREASE-CURRENT> (1,478,858)
<NET-CHANGE-FROM-OPS> (2,131,022)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (263,908)
<DISTRIBUTIONS-OF-GAINS> (14,617)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 755,543
<NUMBER-OF-SHARES-REDEEMED> (345,266)
<SHARES-REINVESTED> 29,053
<NET-CHANGE-IN-ASSETS> 2,463,058
<ACCUMULATED-NII-PRIOR> 3,385
<ACCUMULATED-GAINS-PRIOR> 44,858
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 191,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,164,000
<AVERAGE-NET-ASSETS> 50,986,000
<PER-SHARE-NAV-BEGIN> 10.290
<PER-SHARE-NII> 0.100
<PER-SHARE-GAIN-APPREC> (0.100)
<PER-SHARE-DIVIDEND> (0.100)
<PER-SHARE-DISTRIBUTIONS> (0.010)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.180
<EXPENSE-RATIO> 1.790
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 172
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 57,380,199
<INVESTMENTS-AT-VALUE> 56,367,995
<RECEIVABLES> 403,862
<ASSETS-OTHER> 147,479
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,919,336
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 361,760
<TOTAL-LIABILITIES> 361,760
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58,781,753
<SHARES-COMMON-STOCK> 3,787,832
<SHARES-COMMON-PRIOR> 1,197,908
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (41,029)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,160,654)
<ACCUM-APPREC-OR-DEPREC> (1,022,494)
<NET-ASSETS> 56,557,576
<DIVIDEND-INCOME> 558,414
<INTEREST-INCOME> 1,113,082
<OTHER-INCOME> 0
<EXPENSES-NET> (1,164,224)
<NET-INVESTMENT-INCOME> 507,272
<REALIZED-GAINS-CURRENT> (1,159,336)
<APPREC-INCREASE-CURRENT> (1,478,958)
<NET-CHANGE-FROM-OPS> (2,131,022)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (287,423)
<DISTRIBUTIONS-OF-GAINS> (31,491)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,624,464
<NUMBER-OF-SHARES-REDEEMED> (1,069,237)
<SHARES-REINVESTED> 34,698
<NET-CHANGE-IN-ASSETS> 25,938,410
<ACCUMULATED-NII-PRIOR> 3,385
<ACCUMULATED-GAINS-PRIOR> 44,858
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 191,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,164,000
<AVERAGE-NET-ASSETS> 50,986,000
<PER-SHARE-NAV-BEGIN> 10.290
<PER-SHARE-NII> 0.080
<PER-SHARE-GAIN-APPREC> (0.110)
<PER-SHARE-DIVIDEND> (0.080)
<PER-SHARE-DISTRIBUTIONS> (0.010)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.170
<EXPENSE-RATIO> 2.540
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 173
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 57,380,199
<INVESTMENTS-AT-VALUE> 56,367,995
<RECEIVABLES> 403,862
<ASSETS-OTHER> 147,479
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,919,336
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 361,760
<TOTAL-LIABILITIES> 361,760
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58,781,753
<SHARES-COMMON-STOCK> 8,220
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (41,029)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,160,654)
<ACCUM-APPREC-OR-DEPREC> (1,022,494)
<NET-ASSETS> 56,557,576
<DIVIDEND-INCOME> 558,414
<INTEREST-INCOME> 1,113,082
<OTHER-INCOME> 0
<EXPENSES-NET> (1,164,224)
<NET-INVESTMENT-INCOME> 507,272
<REALIZED-GAINS-CURRENT> (1,159,336)
<APPREC-INCREASE-CURRENT> (1,478,958)
<NET-CHANGE-FROM-OPS> (2,131,022)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (355)
<DISTRIBUTIONS-OF-GAINS> (68)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,913
<NUMBER-OF-SHARES-REDEEMED> (1,724)
<SHARES-REINVESTED> 31
<NET-CHANGE-IN-ASSETS> (2,052,246)
<ACCUMULATED-NII-PRIOR> 3,385
<ACCUMULATED-GAINS-PRIOR> 44,858
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 191,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,164,000
<AVERAGE-NET-ASSETS> 50,986,000
<PER-SHARE-NAV-BEGIN> 9.290
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.890
<PER-SHARE-DIVIDEND> (0.040)
<PER-SHARE-DISTRIBUTIONS> (0.010)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.170
<EXPENSE-RATIO> 2.540
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 191
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,297,884
<INVESTMENTS-AT-VALUE> 23,199,777
<RECEIVABLES> 314,203
<ASSETS-OTHER> 60,099
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<TOTAL-ASSETS> 23,574,079
<PAYABLE-FOR-SECURITIES> 776,210
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<TOTAL-LIABILITIES> 893,258
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<PAID-IN-CAPITAL-COMMON> 23,369,965
<SHARES-COMMON-STOCK> 1,366,325
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<ACCUMULATED-NII-CURRENT> 7,614
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<ACCUMULATED-NET-GAINS> (598,651)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (98,107)
<NET-ASSETS> 22,680,821
<DIVIDEND-INCOME> 137,398
<INTEREST-INCOME> 42,370
<OTHER-INCOME> 0
<EXPENSES-NET> (325,682)
<NET-INVESTMENT-INCOME> (145,914)
<REALIZED-GAINS-CURRENT> (611,042)
<APPREC-INCREASE-CURRENT> (98,107)
<NET-CHANGE-FROM-OPS> (855,063)
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<NUMBER-OF-SHARES-SOLD> 1,389,953
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 23,535,884
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<GROSS-EXPENSE> 326,000
<AVERAGE-NET-ASSETS> 10,247,240
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.060)
<PER-SHARE-GAIN-APPREC> (0.910)
<PER-SHARE-DIVIDEND> 0.000
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<PER-SHARE-NAV-END> 9.030
<EXPENSE-RATIO> 3.140
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 192
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,297,884
<INVESTMENTS-AT-VALUE> 23,199,777
<RECEIVABLES> 314,203
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<OTHER-ITEMS-LIABILITIES> 117,048
<TOTAL-LIABILITIES> 893,258
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<ACCUMULATED-NET-GAINS> (598,651)
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<ACCUM-APPREC-OR-DEPREC> (98,107)
<NET-ASSETS> 22,680,821
<DIVIDEND-INCOME> 137,398
<INTEREST-INCOME> 42,370
<OTHER-INCOME> 0
<EXPENSES-NET> (325,682)
<NET-INVESTMENT-INCOME> (145,914)
<REALIZED-GAINS-CURRENT> (611,042)
<APPREC-INCREASE-CURRENT> (98,107)
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<NUMBER-OF-SHARES-SOLD> 1,207,417
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<NET-CHANGE-IN-ASSETS> 23,535,884
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<AVERAGE-NET-ASSETS> 5,953,844
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.090)
<PER-SHARE-GAIN-APPREC> (0.910)
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<PER-SHARE-NAV-END> 9.000
<EXPENSE-RATIO> 3.890
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 193
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,297,884
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<NET-ASSETS> 22,680,821
<DIVIDEND-INCOME> 137,398
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<EXPENSES-NET> (325,682)
<NET-INVESTMENT-INCOME> (145,914)
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<NET-CHANGE-IN-ASSETS> 23,535,884
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<AVERAGE-NET-ASSETS> 78,445
<PER-SHARE-NAV-BEGIN> 7.490
<PER-SHARE-NII> (0.060)
<PER-SHARE-GAIN-APPREC> 1.570
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<PER-SHARE-NAV-END> 9.000
<EXPENSE-RATIO> 3.890
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> MAINSTAY FUNDS INC.
<SERIES>
<NUMBER> 211
<NAME> MAINSTAY EQUITY INCOME FUND
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 14,337,820
<INVESTMENTS-AT-VALUE> 14,333,027
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<TOTAL-LIABILITIES> 1,149,554
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<ACCUMULATED-NII-CURRENT> 3,420
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 011
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<INVESTMENTS-AT-COST> 1,690,167,503
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
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<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 012
<NAME> CLASS B
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<PERIOD-TYPE> 12-MOS
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 013
<NAME> CLASS C
<S> <C>
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 021
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1,298,528,460
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<NET-ASSETS> 1,289,559,167
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 022
<NAME> CLASS B
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 023
<NAME> CLASS C
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 121
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 122
<NAME> CLASS B
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 123
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 29,201,552
<INVESTMENTS-AT-VALUE> 29,641,775
<RECEIVABLES> 965,425
<ASSETS-OTHER> 297,922
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 30,905,122
<PAYABLE-FOR-SECURITIES> 571,814
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 88,287
<TOTAL-LIABILITIES> 660,101
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,745,216
<SHARES-COMMON-STOCK> 25
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 59,582
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 440,223
<NET-ASSETS> 30,245,021
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,566,543
<OTHER-INCOME> 0
<EXPENSES-NET> (365,175)
<NET-INVESTMENT-INCOME> 1,201,368
<REALIZED-GAINS-CURRENT> 194,967
<APPREC-INCREASE-CURRENT> 33,522
<NET-CHANGE-FROM-OPS> 1,429,857
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 69,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 411,000
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.940
<PER-SHARE-NII> 0.140
<PER-SHARE-GAIN-APPREC> 0.020
<PER-SHARE-DIVIDEND> (0.140)
<PER-SHARE-DISTRIBUTIONS> (0.010)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.950
<EXPENSE-RATIO> 1.490
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 131
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 77,013,704
<INVESTMENTS-AT-VALUE> 95,620,279
<RECEIVABLES> 2,696,092
<ASSETS-OTHER> 2,099,669
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 100,416,040
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 773,712
<TOTAL-LIABILITIES> 773,712
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,061,433
<SHARES-COMMON-STOCK> 1,974,901
<SHARES-COMMON-PRIOR> 1,689,318
<ACCUMULATED-NII-CURRENT> (1,604,879)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,202,472)
<ACCUM-APPREC-OR-DEPREC> 18,388,246
<NET-ASSETS> 99,642,328
<DIVIDEND-INCOME> 1,476,273
<INTEREST-INCOME> 425,085
<OTHER-INCOME> 0
<EXPENSES-NET> (2,352,498)
<NET-INVESTMENT-INCOME> (451,140)
<REALIZED-GAINS-CURRENT> 1,872,328
<APPREC-INCREASE-CURRENT> 14,317,433
<NET-CHANGE-FROM-OPS> 15,738,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,749,837
<NUMBER-OF-SHARES-REDEEMED> (3,484,196)
<SHARES-REINVESTED> 19,942
<NET-CHANGE-IN-ASSETS> 18,549,695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (67,560)
<OVERDIST-NET-GAINS-PRIOR> (3,074,800)
<GROSS-ADVISORY-FEES> 544,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,352,000
<AVERAGE-NET-ASSETS> 90,688,652
<PER-SHARE-NAV-BEGIN> 10.330
<PER-SHARE-NII> 0.010
<PER-SHARE-GAIN-APPREC> 2.070
<PER-SHARE-DIVIDEND> (0.200)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.210
<EXPENSE-RATIO> 2.010
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 132
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 77,013,704
<INVESTMENTS-AT-VALUE> 95,620,279
<RECEIVABLES> 2,696,092
<ASSETS-OTHER> 2,099,669
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 100,416,040
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 773,712
<TOTAL-LIABILITIES> 773,712
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,061,433
<SHARES-COMMON-STOCK> 6,251,105
<SHARES-COMMON-PRIOR> 6,189,472
<ACCUMULATED-NII-CURRENT> (1,604,879)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,202,472)
<ACCUM-APPREC-OR-DEPREC> 18,388,246
<NET-ASSETS> 99,642,328
<DIVIDEND-INCOME> 1,476,273
<INTEREST-INCOME> 425,085
<OTHER-INCOME> 0
<EXPENSES-NET> (2,352,498)
<NET-INVESTMENT-INCOME> (451,140)
<REALIZED-GAINS-CURRENT> 1,872,328
<APPREC-INCREASE-CURRENT> 14,317,433
<NET-CHANGE-FROM-OPS> 15,738,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,294,600
<NUMBER-OF-SHARES-REDEEMED> (2,285,839)
<SHARES-REINVESTED> 56,854
<NET-CHANGE-IN-ASSETS> 16,128,938
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (67,560)
<OVERDIST-NET-GAINS-PRIOR> (3,074,800)
<GROSS-ADVISORY-FEES> 544,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,352,000
<AVERAGE-NET-ASSETS> 90,688,652
<PER-SHARE-NAV-BEGIN> 10.33
<PER-SHARE-NII> (0.080)
<PER-SHARE-GAIN-APPREC> 1.940
<PER-SHARE-DIVIDEND> (0.110)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.080
<EXPENSE-RATIO> 2.760
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 133
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 77,013,704
<INVESTMENTS-AT-VALUE> 95,620,279
<RECEIVABLES> 2,696,092
<ASSETS-OTHER> 2,099,699
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 100,416,040
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 773,712
<TOTAL-LIABILITIES> 773,712
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 84,061,433
<SHARES-COMMON-STOCK> 10,775
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (1,604,879)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,202,472)
<ACCUM-APPREC-OR-DEPREC> 18,388,246
<NET-ASSETS> 99,642,328
<DIVIDEND-INCOME> 1,476,273
<INTEREST-INCOME> 425,085
<OTHER-INCOME> 0
<EXPENSES-NET> (2,352,498)
<NET-INVESTMENT-INCOME> (451,140)
<REALIZED-GAINS-CURRENT> 1,872,328
<APPREC-INCREASE-CURRENT> 14,317,433
<NET-CHANGE-FROM-OPS> 15,738,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 887
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 5
<NET-CHANGE-IN-ASSETS> 15,748,302
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (67,560)
<OVERDIST-NET-GAINS-PRIOR> (3,074,800)
<GROSS-ADVISORY-FEES> 544,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,352,000
<AVERAGE-NET-ASSETS> 90,688,652
<PER-SHARE-NAV-BEGIN> 10.59
<PER-SHARE-NII> (0.080)
<PER-SHARE-GAIN-APPREC> 1.680
<PER-SHARE-DIVIDEND> (0.110)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.080
<EXPENSE-RATIO> 2.760
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 141
<NAME> MAINSTAY INTERNATIONAL BOND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 32,047,998
<INVESTMENTS-AT-VALUE> 32,566,997
<RECEIVABLES> 767,418
<ASSETS-OTHER> 1,193,690
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,528,105
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,587
<TOTAL-LIABILITIES> 188,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33,547,951
<SHARES-COMMON-STOCK> 1,470,505
<SHARES-COMMON-PRIOR> 1,213,965
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (62,132)
<ACCUMULATED-NET-GAINS> 240,981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 612,718
<NET-ASSETS> 34,339,518
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,263,581
<OTHER-INCOME> 0
<EXPENSES-NET> (675,411)
<NET-INVESTMENT-INCOME> 1,588,170
<REALIZED-GAINS-CURRENT> 520,792
<APPREC-INCREASE-CURRENT> 1,403,814
<NET-CHANGE-FROM-OPS> 3,512,776
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (804,108)
<DISTRIBUTIONS-OF-GAINS> (129,031)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 359,000
<NUMBER-OF-SHARES-REDEEMED> (137,466)
<SHARES-REINVESTED> 35,006
<NET-CHANGE-IN-ASSETS> 5,210,004
<ACCUMULATED-NII-PRIOR> 80,293
<ACCUMULATED-GAINS-PRIOR> 5,446
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 151,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 776,000
<AVERAGE-NET-ASSETS> 33,506,000
<PER-SHARE-NAV-BEGIN> 10.100
<PER-SHARE-NII> 0.540
<PER-SHARE-GAIN-APPREC> 0.600
<PER-SHARE-DIVIDEND> (0.670)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.570
<EXPENSE-RATIO> 1.590
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 142
<NAME> MAINSTAY INTERNATIONAL BOND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 32,047,998
<INVESTMENTS-AT-VALUE> 32,566,997
<RECEIVABLES> 767,418
<ASSETS-OTHER> 1,193,690
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,528,105
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,587
<TOTAL-LIABILITIES> 188,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33,547,951
<SHARES-COMMON-STOCK> 1,775,426
<SHARES-COMMON-PRIOR> 2,062,219
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (62,132)
<ACCUMULATED-NET-GAINS> 240,981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 612,718
<NET-ASSETS> 34,339,518
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,263,581
<OTHER-INCOME> 0
<EXPENSES-NET> (675,411)
<NET-INVESTMENT-INCOME> 1,588,170
<REALIZED-GAINS-CURRENT> 520,792
<APPREC-INCREASE-CURRENT> 1,403,814
<NET-CHANGE-FROM-OPS> 3,512,776
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (962,482)
<DISTRIBUTIONS-OF-GAINS> (156,223)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 333,514
<NUMBER-OF-SHARES-REDEEMED> (709,381)
<SHARES-REINVESTED> 89,073
<NET-CHANGE-IN-ASSETS> (491,360)
<ACCUMULATED-NII-PRIOR> 80,293
<ACCUMULATED-GAINS-PRIOR> 5,446
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 151,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 776,000
<AVERAGE-NET-ASSETS> 33,506,000
<PER-SHARE-NAV-BEGIN> 10.120
<PER-SHARE-NII> 0.460
<PER-SHARE-GAIN-APPREC> 0.600
<PER-SHARE-DIVIDEND> (0.590)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.590
<EXPENSE-RATIO> 2.340
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 143
<NAME> MAINSTAY INTERNATIONAL BOND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 32,047,998
<INVESTMENTS-AT-VALUE> 32,566,997
<RECEIVABLES> 767,418
<ASSETS-OTHER> 1,193,690
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,528,105
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 188,587
<TOTAL-LIABILITIES> 188,587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33,547,951
<SHARES-COMMON-STOCK> 314
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (62,132)
<ACCUMULATED-NET-GAINS> 240,981
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 612,718
<NET-ASSETS> 34,339,518
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,263,581
<OTHER-INCOME> 0
<EXPENSES-NET> (675,411)
<NET-INVESTMENT-INCOME> 1,588,170
<REALIZED-GAINS-CURRENT> 520,792
<APPREC-INCREASE-CURRENT> 1,403,814
<NET-CHANGE-FROM-OPS> 3,512,776
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5)
<DISTRIBUTIONS-OF-GAINS> (3)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 29
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 3,513,074
<ACCUMULATED-NII-PRIOR> 80,293
<ACCUMULATED-GAINS-PRIOR> 5,446
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 151,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 776,000
<AVERAGE-NET-ASSETS> 33,506,000
<PER-SHARE-NAV-BEGIN> 10.180
<PER-SHARE-NII> 0.120
<PER-SHARE-GAIN-APPREC> 0.540
<PER-SHARE-DIVIDEND> (0.250)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.590
<EXPENSE-RATIO> 2.340
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 151
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,794,979
<INVESTMENTS-AT-VALUE> 24,184,710
<RECEIVABLES> 443,080
<ASSETS-OTHER> 357,458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,985,248
<PAYABLE-FOR-SECURITIES> 1,253,062
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66,165
<TOTAL-LIABILITIES> 1,319,227
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,256,556
<SHARES-COMMON-STOCK> 1,532,975
<SHARES-COMMON-PRIOR> 1,368,482
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 19,734
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 389,731
<NET-ASSETS> 23,666,021
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,201,755
<OTHER-INCOME> 0
<EXPENSES-NET> (279,244)
<NET-INVESTMENT-INCOME> 922,511
<REALIZED-GAINS-CURRENT> 250,744
<APPREC-INCREASE-CURRENT> (86,245)
<NET-CHANGE-FROM-OPS> 1,087,010
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (649,522)
<DISTRIBUTIONS-OF-GAINS> (141,453)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 326,473
<NUMBER-OF-SHARES-REDEEMED> (199,368)
<SHARES-REINVESTED> 37,388
<NET-CHANGE-IN-ASSETS> 1,962,473
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (17,601)
<GROSS-ADVISORY-FEES> 53,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 350,000
<AVERAGE-NET-ASSETS> 14,667,000
<PER-SHARE-NAV-BEGIN> 10.090
<PER-SHARE-NII> 0.430
<PER-SHARE-GAIN-APPREC> 0.100
<PER-SHARE-DIVIDEND> (0.430)
<PER-SHARE-DISTRIBUTIONS> (0.110)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.080
<EXPENSE-RATIO> 1.240
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 152
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,794,979
<INVESTMENTS-AT-VALUE> 24,184,710
<RECEIVABLES> 443,080
<ASSETS-OTHER> 357,458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,985,248
<PAYABLE-FOR-SECURITIES> 1,253,062
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66,165
<TOTAL-LIABILITIES> 1,319,227
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,256,556
<SHARES-COMMON-STOCK> 820,767
<SHARES-COMMON-PRIOR> 556,922
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 19,734
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 389,731
<NET-ASSETS> 23,666,021
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,201,755
<OTHER-INCOME> 0
<EXPENSES-NET> (279,244)
<NET-INVESTMENT-INCOME> 922,511
<REALIZED-GAINS-CURRENT> 250,744
<APPREC-INCREASE-CURRENT> (86,245)
<NET-CHANGE-FROM-OPS> 1,087,010
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (272,985)
<DISTRIBUTIONS-OF-GAINS> (71,954)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 362,419
<NUMBER-OF-SHARES-REDEEMED> (119,367)
<SHARES-REINVESTED> 20,794
<NET-CHANGE-IN-ASSETS> 3,391,993
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (17,601)
<GROSS-ADVISORY-FEES> 53,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 350,000
<AVERAGE-NET-ASSETS> 6,535,000
<PER-SHARE-NAV-BEGIN> 10.030
<PER-SHARE-NII> 0.370
<PER-SHARE-GAIN-APPREC> 0.120
<PER-SHARE-DIVIDEND> (0.430)
<PER-SHARE-DISTRIBUTIONS> (0.080)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.010
<EXPENSE-RATIO> 1.490
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 153
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 23,794,979
<INVESTMENTS-AT-VALUE> 24,184,710
<RECEIVABLES> 443,080
<ASSETS-OTHER> 357,458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,985,248
<PAYABLE-FOR-SECURITIES> 1,253,062
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66,165
<TOTAL-LIABILITIES> 1,319,227
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,256,556
<SHARES-COMMON-STOCK> 25
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 19,734
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 389,731
<NET-ASSETS> 23,666,021
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,201,755
<OTHER-INCOME> 0
<EXPENSES-NET> (279,244)
<NET-INVESTMENT-INCOME> 922,511
<REALIZED-GAINS-CURRENT> 250,744
<APPREC-INCREASE-CURRENT> (86,245)
<NET-CHANGE-FROM-OPS> 1,087,010
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4)
<DISTRIBUTIONS-OF-GAINS> (2)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (17,601)
<GROSS-ADVISORY-FEES> 53,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 350,000
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.110
<PER-SHARE-NII> 0.140
<PER-SHARE-GAIN-APPREC> (0.020)
<PER-SHARE-DIVIDEND> (0.140)
<PER-SHARE-DISTRIBUTIONS> (0.080)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.010
<EXPENSE-RATIO> 1.490
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 161
<NAME> CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 86,075,329
<INVESTMENTS-AT-VALUE> 83,609,160
<RECEIVABLES> 2,104,680
<ASSETS-OTHER> 4,484,791
<OTHER-ITEMS-ASSETS> 133,611
<TOTAL-ASSETS> 90,332,242
<PAYABLE-FOR-SECURITIES> 2,031,827
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 332,994
<TOTAL-LIABILITIES> 2,364,821
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,343,859
<SHARES-COMMON-STOCK> 2,223,982
<SHARES-COMMON-PRIOR> 1,908,426
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (99,692)
<ACCUMULATED-NET-GAINS> 133,445
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,410,191)
<NET-ASSETS> 87,967,421
<DIVIDEND-INCOME> 145,182
<INTEREST-INCOME> 5,561,975
<OTHER-INCOME> 0
<EXPENSES-NET> (1,469,172)
<NET-INVESTMENT-INCOME> 4,237,985
<REALIZED-GAINS-CURRENT> 896,469
<APPREC-INCREASE-CURRENT> (1,831,934)
<NET-CHANGE-FROM-OPS> 3,302,520
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,389,164)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 823,044
<NUMBER-OF-SHARES-REDEEMED> (614,988)
<SHARES-REINVESTED> 107,500
<NET-CHANGE-IN-ASSETS> 4,974,168
<ACCUMULATED-NII-PRIOR> 15,118
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (116,065)
<GROSS-ADVISORY-FEES> 228,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,500,000
<AVERAGE-NET-ASSETS> 75,851,000
<PER-SHARE-NAV-BEGIN> 9.910
<PER-SHARE-NII> 0.690
<PER-SHARE-GAIN-APPREC> (0.190)
<PER-SHARE-DIVIDEND> (0.700)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.710
<EXPENSE-RATIO> 1.380
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 162
<NAME> CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 86,075,329
<INVESTMENTS-AT-VALUE> 83,609,160
<RECEIVABLES> 2,104,680
<ASSETS-OTHER> 4,484,791
<OTHER-ITEMS-ASSETS> 133,611
<TOTAL-ASSETS> 90,332,242
<PAYABLE-FOR-SECURITIES> 2,031,827
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 332,994
<TOTAL-LIABILITIES> 2,364,821
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,343,859
<SHARES-COMMON-STOCK> 6,829,161
<SHARES-COMMON-PRIOR> 4,426,520
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (99,692)
<ACCUMULATED-NET-GAINS> 133,445
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,410,191)
<NET-ASSETS> 87,967,421
<DIVIDEND-INCOME> 145,182
<INTEREST-INCOME> 5,561,975
<OTHER-INCOME> 0
<EXPENSES-NET> (1,469,172)
<NET-INVESTMENT-INCOME> 4,237,985
<REALIZED-GAINS-CURRENT> 896,469
<APPREC-INCREASE-CURRENT> (1,831,934)
<NET-CHANGE-FROM-OPS> 3,302,520
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,652,049)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,597,055
<NUMBER-OF-SHARES-REDEEMED> (1,491,703)
<SHARES-REINVESTED> 297,289
<NET-CHANGE-IN-ASSETS> 23,410,670
<ACCUMULATED-NII-PRIOR> 15,118
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (116,065)
<GROSS-ADVISORY-FEES> 228,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,500,000
<AVERAGE-NET-ASSETS> 75,851,000
<PER-SHARE-NAV-BEGIN> 9.910
<PER-SHARE-NII> 0.620
<PER-SHARE-GAIN-APPREC> (0.220)
<PER-SHARE-DIVIDEND> (0.630)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.700
<EXPENSE-RATIO> 2.130
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000787441
<NAME> THE MAINSTAY FUNDS
<SERIES>
<NUMBER> 163
<NAME> CLASS C
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 86,075,329
<INVESTMENTS-AT-VALUE> 83,609,160
<RECEIVABLES> 2,104,680
<ASSETS-OTHER> 4,484,791
<OTHER-ITEMS-ASSETS> 133,611
<TOTAL-ASSETS> 90,332,242
<PAYABLE-FOR-SECURITIES> 2,031,827
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 332,994
<TOTAL-LIABILITIES> 2,364,821
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,343,859
<SHARES-COMMON-STOCK> 9,417
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (99,692)
<ACCUMULATED-NET-GAINS> 133,445
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,410,191)
<NET-ASSETS> 87,967,421
<DIVIDEND-INCOME> 145,182
<INTEREST-INCOME> 5,561,975
<OTHER-INCOME> 0
<EXPENSES-NET> (1,469,172)
<NET-INVESTMENT-INCOME> 4,237,985
<REALIZED-GAINS-CURRENT> 896,469
<APPREC-INCREASE-CURRENT> (1,831,834)
<NET-CHANGE-FROM-OPS> 3,302,520
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (217)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,395
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 22
<NET-CHANGE-IN-ASSETS> 3,393,463
<ACCUMULATED-NII-PRIOR> 15,118
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (116,065)
<GROSS-ADVISORY-FEES> 228,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,500,000
<AVERAGE-NET-ASSETS> 75,851,000
<PER-SHARE-NAV-BEGIN> 9.590
<PER-SHARE-NII> 0.210
<PER-SHARE-GAIN-APPREC> 0.110
<PER-SHARE-DIVIDEND> (0.210)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.700
<EXPENSE-RATIO> 2.130
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF MAP-EQUITY FUND DATED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000069260
<NAME> MAP-EQUITY FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 42305
<INVESTMENTS-AT-VALUE> 60170
<RECEIVABLES> 343
<ASSETS-OTHER> 90
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60604
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 190
<TOTAL-LIABILITIES> 190
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39563
<SHARES-COMMON-STOCK> 2458
<SHARES-COMMON-PRIOR> 4143
<ACCUMULATED-NII-CURRENT> 45
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 483
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17865
<NET-ASSETS> 60414
<DIVIDEND-INCOME> 1125
<INTEREST-INCOME> 607
<OTHER-INCOME> 0
<EXPENSES-NET> 675
<NET-INVESTMENT-INCOME> 1057
<REALIZED-GAINS-CURRENT> 24437
<APPREC-INCREASE-CURRENT> (7606)
<NET-CHANGE-FROM-OPS> 17888
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1059
<DISTRIBUTIONS-OF-GAINS> 12764
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 419
<NUMBER-OF-SHARES-REDEEMED> 2674
<SHARES-REINVESTED> 569
<NET-CHANGE-IN-ASSETS> (33758)
<ACCUMULATED-NII-PRIOR> 47
<ACCUMULATED-GAINS-PRIOR> 1811
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 334
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 739
<AVERAGE-NET-ASSETS> 96365
<PER-SHARE-NAV-BEGIN> 22.73
<PER-SHARE-NII> 0.33
<PER-SHARE-GAIN-APPREC> 4.81
<PER-SHARE-DIVIDEND> .33
<PER-SHARE-DISTRIBUTIONS> 2.96
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.58
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
