<PAGE> 1
EXHIBIT (h)(6)(a)
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......................................................... 3
2. As of Reporting, and Adjustments........................................................................... 5
3. Fees and-Expenses.......................................................................................... 7
4. Representations and Warranties of the Servicing Agent...................................................... 7
5. Representations and Warranties of the Transfer Agent....................................................... 8
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial................................... 8
7. Data Access and Proprietary Information.................................................................... 10
8. Indemnification............................................................................................ 11
9. Standard of Care........................................................................................... 13
10. Covenants of the Transfer Agent and the Servicing-Agent.................................................... 13
11. Termination of Agreement................................................................................... 14
12. Assignment................................................................................................. 14
13. Amendment.................................................................................................. 14
14. Massachusetts Law to Apply................................................................................. 15
15. Force Majeure.............................................................................................. 15
16. Consequential Damages...................................................................................... 15
17. Merger of Agreement........................................................................................ 15
18. Counterparts............................................................................................... 15
19. Reproduction of Documents.................................................................................. 15
20. S.I.C. Inquiry............................................................................................. 16
</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 periodic withdrawal
program. As used herein, the tenn "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.
<PAGE> 4
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;
(v) 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 If
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
(viii) 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,
-2-
<PAGE> 5
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. `Me
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.
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
-3-
<PAGE> 6
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 01 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.
(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
-4-
<PAGE> 7
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) am 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 wan-ants 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. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial. Code
-6-
<PAGE> 9
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.
`Me 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,
inter-active 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
-8-
<PAGE> 11
data ("Customer Data") maintained by the Servicing
Agent on data bases under the control and owner-ship
of the Servicing Agent ("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
-9-
<PAGE> 12
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, 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 Agents 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.
-10-
<PAGE> 13
(e) The offer or sale of Shams 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.
(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
reqt#red to indemnify the other, the party seeking
indemnification shall promptly notify the other party
of such assertion, and shall keep the other
-11-
<PAGE> 14
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.
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 per-formed 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-am 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 requested by
law.
-12-
<PAGE> 15
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 10 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.
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.
-13-
<PAGE> 16
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 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 10 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:_____________________________________
ATTEST:
_________________________
BOSTON FINANCIAL DATA SERVICES, INC.
BY:_____________________________________
Vice President
ATTEST:
_________________________
-15-
<PAGE> 18
BOSTON FINANCIAL DATA SERVICES
TRANSFER AGENT SERVICE RESPONSIBILITIES
<TABLE>
<CAPTION>
Responsibility Servicing
------------------------
Service Performed Agent Transfer Agent
----------------- ----- --------------
<S> <C> <C>
1. Receives orders for the purchase of Shares. X X
2. Issue Shares and hold Shares in Shareholder X X
accounts
3. Receive redemption requests. X X
4. Effect transactions 1-3 above directly with X X
broker-dealers.
5. Pay over monies to redeeming Shareholders. X
6. Effect transfers of Shares. X X
7. Prepare and transmit dividends and X
distributions.
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 X
control book for each issue of securities.
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- X
resident alien accounts.
17. Prepare and file U.S. Treasury Department X
forms.
</TABLE>
-16-
<PAGE> 19
<TABLE>
<CAPTION>
Responsibility Servicing
________________________
Service Performed Agent Transfer Agent
_________________ _____ ______________
<S> <C> <C>
18. Prepare and mail account and confirmation X
statements for Shareholders.
19. Provide Shareholder account information X X
20. Blue sky reporting. X
21. Maintain fiduciary accounting and X
beneficiary records.
22. Prepare and mail required tax forms to X
shareholders.
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:______________________________________
ATTEST:
_____________________________
BOSTON FINANCIAL DATA SERVICES, INC.
BY:______________________________________
Vice President
ATTEST:
_____________________________
-17-
<PAGE> 20
SCHEDULE A
(amended 5/1/98)
FUND NAME
California Tax Free Fund
Capital Appreciation Fund
Convertible Fund
Equity Index Fund
Government Fund
High Yield Corporate Bond Fund
International Bond Fund
International Equity Fund
Money Market Fund
New York Tax Free Fund
Strategic Income Fund
Tax Free Bond Fund
Total Return Fund
Value Fund
-18-
<PAGE> 21
SCHEDULE A
MainStay Funds
Effective _________, 2000
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
-19-
<PAGE> 22
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 International 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 Clue
MainStay Institutional International Equity - SVC Class
MainStay Institutional Mid Cap Core Fund
MainStay Institutional Core Plus Bond Fund
MainStay Institutional Tax Free Bond Fund
-20-
<PAGE> 23
FEE SCHEDULE
1) MAINTENANCE AND TRANSACTION CHARGES - BILLABLE MONTHLY
A) Per Account Annual Fee:
----------------------
The following funds will be billed at a rate of 1 1/2 of the 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 $4.62
MainStay Value Fund $5.62
MainStay Convertible Fund $5.62
MainStay High Yield Corporate Bond Fund $7.62
MainStay Government Fund $7.62
MainStay Tax-Free Bond Fund $7.62
MainStay Money Market Fund $9.62
MainStay Equity Index Fund $5.87
MainStay Total Return Fund $5.62
MainStay California Tax-Free Fund $7.62
MainStay New York Tax-Free Fund $7.62
MainStay International Bond Fund $7.62
MainStay International Equity Fund $5.62
MainStay Strategic Income Fund $7.62
</TABLE>
B) Transaction Fees: -
----------------
1) Transaction Activity
--------------------
$0.67 per account - automated purchase transactions
$1.23 per account - non-automated transactions
2) ACH Transactions/Checkwriting
-----------------------------
$0.50 for each ACH transaction
$1.00 for each checkwriting item
3) Telephone Calls
---------------
$2.15 per account
4) Fund Minimum (Cusip/Class/Fund)
-------------------------------
$1,000 per month per cusip
-21-
<PAGE> 24
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. These fees are sub ect to change as MainStay
Shareholder Services, Inc. continues to internalize Transfer
Agent functions.
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 SERVICES, INC. BOSTON FINANCIAL DATA SERVICES, INC.
NAME:______________________________ NAME:_______________________________
TITLE:_____________________________ TITLE:______________________________
DATE:______________________________ DATE:_______________________________
-22-
<PAGE> 25
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.
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 SERVICES, INC. BOSTON FINANCIAL DATA SERVICES LLC
NAME:______________________________ NAME:_______________________________
TITLE:_____________________________ TITLE:______________________________
DATE:______________________________ DATE:_______________________________
-23-
<PAGE> 26
THIS SPACE INTENTIONALLY LEFT BLANK
-24-
