Common use of IN WITNESS HEREOF Clause in Contracts

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc

IN WITNESS HEREOF. the parties hereto have caused this Supplemental Indenture to be duly executed and delivered this Agreement attested, all as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President ON BEHALF OF THE GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE II By: __________________________ /s/ XXXXXX XXXXXXXX-XXXXX Name: Xxxxxx Xxxxxxxx-Xxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ XXXXXX XXXXXXXX-XXXXX Name: Xxxxxx Xxxxxxxx-Xxxxx Title: __________________________ Schedule A May Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE IV By: /s/ W. XXXXXXXX XXXXXX Name: W. Xxxxxxxx Xxxxxx Title: Corporate Secretary and Chief Legal Officer CALPINE CORPORATION By: /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ XXXXXX XXXXX Authorized Signatory SCHEDULE I Name of Guarantor Calpine Bethlehem, LLC Calpine Mid-Atlantic Energy, LLC Calpine Mid-Atlantic Generation, LLC Calpine Mid-Atlantic Marketing, LLC Calpine New Jersey Generation, LLC Calpine Solar, LLC Calpine Vineland Solar, LLC New Development Holdings, LLC SCHEDULE II Name of Guarantor Calpine Mid-Atlantic Operating, LLC SCHEDULE III Name of Guarantor Calpine Construction Management Company, Inc. Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE IV Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central, L.P. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Management, L.P. Calpine Energy Services Holdings, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Name of Guarantor Calpine Geysers Company, L.P. Calpine Gilroy 1, 2000 Inc. Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Power, LLC Calpine Operations Management Company, Inc. Calpine Power Company Calpine Power, Inc. Calpine Power Management, Inc. Calpine Power Management, LLC Calpine PowerAmerica, Inc. Calpine PowerAmerica, LLC Calpine PowerAmerica-CA, LLC Calpine PowerAmerica-CT, LLC Calpine PowerAmerica-MA, LLC Name of Guarantor Calpine PowerAmerica-ME, LLC Calpine PowerAmerica-NH, LLC Calpine PowerAmerica-NY, LLC Calpine PowerAmerica-OR, LLC Calpine PowerAmerica-PA, LLC Calpine PowerAmerica-RI, LLC Calpine Project Holdings, Inc. Calpine Xxxxx, Inc. Calpine Rumford I, Inc. Calpine Rumford, Inc. Calpine Schuylkill, Inc. Calpine Sonoran Pipeline, LLC Calpine Stony Brook Operators, Inc. Calpine Stony Brook, Inc. Calpine Sumas, Inc. Calpine TCCL Holdings, Inc. Calpine Texas Pipeline GP, Inc. Calpine Texas Pipeline LP, Inc. Calpine Texas Pipeline, L.P. Calpine Tiverton I, Inc. Calpine Tiverton, Inc. Calpine University Power, Inc. Xxxxxxxx Energy LLC CCFC Development Company, LLC CES Marketing IX, LLC CES Marketing V, L.P. CES Marketing X, LLC Channel Energy Center, LLC Clear Lake Cogeneration Limited Partnership Columbia Energy LLC Corpus Christi Cogeneration, LLC Name of Guarantor CPN 3rd Turbine, Inc. CPN Acadia, Inc. CPN Cascade, Inc. CPN Clear Lake, Inc. CPN East Fuels, LLC CPN Energy Services GP, Inc. CPN Energy Services LP, Inc. CPN Pipeline Company CPN Xxxxx Funding Corporation CPN Telephone Flat, Inc. Decatur Energy Center, LLC Delta Energy Center, LLC East Altamont Energy Center, LLC Fontana Energy Center, LLC Freestone Power Generation, LLC GEC Bethpage Inc. Geysers Power Company, LLC Geysers Power I Company Hillabee Energy Center, LLC Idlewild Fuel Management Corp. JMC Bethpage, Inc. Lone Oak Energy Center, LLC Los Medanos Energy Center LLC Magic Valley Pipeline, L.P. Moapa Energy Center, LLC Mobile Energy LLC Modoc Power, Inc. Xxxxxx Aggressive Growth Fund Energy Center, LLC Northwest Cogeneration, Inc. Xxxxx NTC Five, Inc. Pastoria Energy Center, LLC Name of Guarantor Pastoria Energy Facility, L.L.C. Pine Bluff Energy, LLC RockGen Energy LLC Rumford Power Associates Limited Partnership San Xxxxxxx Valley Energy Center, LLC Santa Xxxx Energy Center, LLC Stony Brook Cogeneration, Inc. Stony Brook Fuel Management Corp. Xxxxxx Appreciation Fund Dryers, Inc. Xxxxx Xxxxxx Concert Allocation Series Texas City Cogeneration, LLC Texas Cogeneration Five, Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesTexas Cogeneration One Company Thermal Power Company Tiverton Power Associates Limited Partnership Wawayanda Energy Center, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC

IN WITNESS HEREOF. the parties hereto have caused this Second Supplemental Indenture to be duly executed and delivered this Agreement attested, all as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE II By: __________________________ /s/ XXXXXX XXXXXXXX-XXXXX Name: Xxxxxx Xxxxxxxx-Xxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ W. XXXXXXXX XXXXXX Name: W. Xxxxxxxx Xxxxxx Title: __________________________ Schedule A May Corporate Secretary and Chief Legal Officer ON BEHALF OF THE EXISTING SUBSIDIARIES LISTED ON SCHEDULE IV By: /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President CALPINE CORPORATION By: /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ XXXXXX XXXXX Authorized Signatory SCHEDULE I Name of Guarantor Deer Park Energy Center LLC Deer Park Holdings, LLC Xxxxxxx Energy Center, LLC Xxxxxxx Holdings, LLC SCHEDULE II Name of Guarantor Calpine Construction Management Company, Inc. Calpine Mid-Atlantic Operating, LLC Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE III Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central, L.P. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Management, L.P. Calpine Energy Services Holdings, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Calpine Geysers Company, L.P. Calpine Gilroy 1, 2000 Inc. Name of Guarantor Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Xxxxxx Aggressive Growth Fund Power, LLC Calpine Operations Management Company, Inc. Xxxxx Xxxxxx Appreciation Fund Calpine Power Company Calpine Power, Inc. Xxxxx Xxxxxx Concert Allocation Series Calpine Power Management, Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Calpine Power Management, LLC Calpine PowerAmerica, Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUBCalpine PowerAmerica, LLC Calpine PowerAmerica-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUTCA, LLC Calpine PowerAmerica-OFCT, LLC Calpine PowerAmerica-POCKET EXPENSES The Transfer Agent shall reimburse the SubMA, LLC Calpine PowerAmerica-Transfer Agent monthly for applicable outME, LLC Calpine PowerAmerica-of-pocket expensesNH, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC

IN WITNESS HEREOF. the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered this Agreement attested, all as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE II By: __________________________ /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: __________________________ Schedule A May Corporate Secretary and Chief Legal Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE IV By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President ON BEHALF OF CALPINE CORPORATION AND THE EXISTING GUARANTORS LISTED ON SCHEDULE V By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ Xxxxxx Xxxxx Authorized Signatory SCHEDULE I Name of Guarantor Calpine Energy Services GP, LLC Calpine Energy Services LP, LLC SCHEDULE II Name of Guarantor Calpine Construction Management Company, Inc. Calpine Mid-Atlantic Operating, LLC Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE III Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Calpine Geysers Company, L.P. Calpine Gilroy 1, 2000 Inc. Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Name of Guarantor Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Power, LLC Calpine Operations Management Company, Inc. Calpine Power Company Calpine Power, Inc. Calpine Power Management, LLC Calpine PowerAmerica, LLC Calpine PowerAmerica-CA, LLC Calpine PowerAmerica-ME, LLC Calpine Project Holdings, Inc. Calpine Xxxxx, Inc. Calpine Rumford I, Inc. Calpine Rumford, Inc. Calpine Schuylkill, Inc. Calpine Sonoran Pipeline, LLC Calpine Stony Brook Operators, Inc. Calpine Stony Brook, Inc. Name of Guarantor Calpine Sumas, Inc. Calpine TCCL Holdings, Inc. Calpine Texas Pipeline GP, Inc. Calpine Texas Pipeline LP, Inc. Calpine Texas Pipeline, L.P. Calpine Tiverton I, Inc. Calpine Tiverton, Inc. Calpine University Power, Inc. Xxxxxxxx Energy LLC CES Marketing IX, LLC CES Marketing V, LLC CES Marketing X, LLC Channel Energy Center, LLC Clear Lake Cogeneration Limited Partnership Columbia Energy LLC Corpus Christi Cogeneration, LLC CPN 3rd Turbine, Inc. CPN Acadia, Inc. CPN Cascade, Inc. CPN Clear Lake, Inc. CPN East Fuels, LLC CPN Pipeline Company CPN Xxxxx Funding Corporation CPN Telephone Flat, Inc. Decatur Energy Center, LLC Delta Energy Center, LLC Fontana Energy Center, LLC Freestone Power Generation, LLC GEC Bethpage Inc. Geysers Power Company, LLC Geysers Power I Company Name of Guarantor Hillabee Energy Center, LLC Idlewild Fuel Management Corp. JMC Bethpage, Inc. Los Medanos Energy Center LLC Magic Valley Pipeline, L.P. Mobile Energy LLC Modoc Power, Inc. Xxxxxx Aggressive Growth Fund Energy Center, LLC Northwest Cogeneration, Inc. Xxxxx NTC Five, Inc. Pastoria Energy Center, LLC Pastoria Energy Facility, L.L.C. Pine Bluff Energy, LLC RockGen Energy LLC Rumford Power Associates Limited Partnership Santa Xxxx Energy Center, LLC Stony Brook Cogeneration, Inc. Stony Brook Fuel Management Corp. Xxxxxx Appreciation Fund Dryers, Inc. Xxxxx Xxxxxx Concert Allocation Series Texas City Cogeneration, LLC Texas Cogeneration Five, Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUBTexas Cogeneration One Company Thermal Power Company Tiverton Power Associates Limited Partnership Zion Energy LLC SCHEDULE IV Name of Guarantor Calpine Bethlehem, LLC Calpine Mid-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont Atlantic Energy, LLC Calpine Mid-Atlantic Generation, LLC Calpine Mid-Atlantic Marketing, LLC Calpine New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesJersey Generation, includingLLC Calpine Solar, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsLLC Calpine Vineland Solar, including certificatesLLC New Development Holdings, envelopesLLC SCHEDULE V Name of Guarantor Deer Park Energy Center LLC Deer Park Holdings, checks and stationery - Postage (bulkLLC Xxxxxxx Energy Center, pre-sortLLC Xxxxxxx Holdings, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: June 14, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund Name change effective June 21, 2019 (formerly MainStay MacKay Emerging Markets Debt Fund) MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund Effective June 28, 2019 MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: __________________________ Schedule President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 28, 2000 Xxxxx Xxxxxx Aggressive 2022 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay International Equity FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trust all currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Defensive ETF Allocation Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Xxxxxxx MLP Premier Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUBMainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay ESG Multi-Asset Allocation Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay New York Tax Free Opportunities Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay Short Term Bond Fund MainStay S&P 500 Index Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective February 28, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2022 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: __________________________ Schedule President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: August 28, 2000 Xxxxx Xxxxxx Aggressive 2023 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay International Equity FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trustall currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Defensive ETF Allocation Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUBMainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay ESG Multi-Asset Allocation Fund MainStay Fiera XXXX Growth Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth ETF Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay New York Tax Free Opportunities Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay PineStone Global Equity Fund MainStay PineStone International Equity Fund MainStay PineStone U.S. Equity Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective August 28, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2023 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: __________________________ Schedule President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: July 24, 2000 Xxxxx Xxxxxx Aggressive 2023 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay International Equity FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trustall currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Defensive ETF Allocation Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUBMainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay ESG Multi-Asset Allocation Fund MainStay Fiera XXXX Growth Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth ETF Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay New York Tax Free Opportunities Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective July 24, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2023 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 122, 2000 Xxxxx Xxxxxx Aggressive 2018 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay Government Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: February 28, 2018 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay Government Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class1 MainStay VX XxxXxx Convertible Portfolio – Service 2 Class1 1 Name change takes effect May 1, 2000 Xxxxx Xxxxxx Aggressive 2018. MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Fund MainStay Cxxxxxx MLP Premier Fund MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund MainStay Epoch Capital Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay Epoch Global Choice Fund Inc. Xxxxx Xxxxxx Concert MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay MacKay Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Total Return Bond Fund MainStay MacKay Tax Advantaged Short Term Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: July 2, 2000 Xxxxx Xxxxxx Aggressive 2018 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay Government Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed by their duly authorized officers. THE MAINSTAY FUNDS By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and delivered this Agreement as of the date first above written. XXXXX XXXXXX PRIVATE Principal Executive Officer MAINSTAY FUNDS TRUST PFS SHAREHOLDER SERVICES, INC. By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: By/s/ Xxxx X. Xxxxxxxxxx Name: __________________________ Xxxx X. Xxxxxxxxxx Title: TitlePresident SCHEDULE A Effective Date: __________________________ Schedule A May 1February 28, 2000 Xxxxx Xxxxxx Aggressive 2024 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trustall currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio ETF Allocation Fund MainStay Xxxxxxx MLP Premier Fund MainStay Epoch Capital Growth Fund MainStay Epoch Global Portfolio Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay Fiera XXXX Growth Portfolio Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth ETF Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Yield Municipal Bond Fund Xxxxx Xxxxxx Fundamental Value MainStay MacKay New York Tax Free Opportunities Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay MacKay Short Duration High Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay PineStone Global Equity Fund MainStay PineStone International Equity Fund MainStay PineStone U.S. Equity Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund Schedule B SUB-MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective February 28, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2024 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have this Initial Borrowing Notice and Disbursement Request has been executed and delivered this Agreement to the Administrative Agent by the Borrower and Advocat Inc. as of the date day and year first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES[Signature pages to be identical to A&R Revolving L&SA] Schedule 1 Advocat Ancillary Services, INC. COMPANY ByInc. Advocat Finance, Inc. Diversicare Management Services Co. Advocat Distribution Services, Inc. Diversicare Assisted Living Services, Inc. Diversicare Assisted Living Services NC, LLC Diversicare Leasing Corp. Sterling Health Care Management, Inc. Senior Care Cedar Hills, LLC Senior Care Golfcrest, LLC Senior Care Golfview, LLC Senior Care Florida Leasing, LLC Senior Care Southern Pines, LLC Diversicare Xxxxx Xxxx, LLC Diversicare Assisted Living Services NC I, LLC Diversicare Assisted Living Services NC II, LLC Diversicare Briarcliff, LLC Diversicare Xxxxxxx, LLC Diversicare Hartford, LLC Diversicare Hillcrest, LLC, Diversicare Lampasas, LLC Diversicare Pinedale, LLC Diversicare Windsor House, LLC Diversicare Yorktown, LLC Diversicare Xxxxxxxxx, LLC Diversicare Doctors, LLC Diversicare Estates, LLC Diversicare Humble, LLC Diversicare Katy, LLC Diversicare Normandy Terrace, LLC Diversicare Texas I, LLC Diversicare Treemont, LLC Diversicare Rose Terrace, LLC Diversicare Paris, LLC Diversicare Therapy Services, LLC Diversicare of Chanute, LLC Diversicare of Council Grove, LLC Diversicare of Haysville, LLC Diversicare of Sedgwick, LLC Diversicare of Xxxxxx, LLC Diversicare Highlands, LLC Diversicare Holding Company, LLC Diversicare Kansas, LLC ANNEX A (Lenders, Pro Rata Shares/Dollar Allocations, and Notice Information) Lender Contact Information Pro Rata Shares The PrivateBank and Trust Company 000 Xxxxx XxXxxxx XxxxxxXxxxxxx, XX 00000Xxxx.: ByXxxx X. PanosManaging DirectorTel.: __________________________ Title(312) 564-1278Fax: Title(000) 000-0000 Dollar Allocation:$9,384,615.38 46.153846150% Bankers Trust Company 000 0xx XxxxxxXxx Xxxxxx, XX 00000-0000Xxxx.: __________________________ Schedule A May 1, 2000 Xxx X. DollVice PresidentTel.: (515) 245-2837Fax: (000) 000-0000 Dollar Allocation:$3,846,153.85 19.230769230% CIT Finance LLC 00 Xxxxx Xxxxxx Aggressive Growth Fund Inc. XxxxxXxxxx 2900Chicago, IL 60606Attn.: Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUBHarperVice PresidentTel.: (312) 906-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees5793Fax: Class A(000) 000-0000 Dollar Allocation:$4,307,692.31 21.538461540% BOKF, NA d/b/a Bank of Oklahoma Xxx Xxxxxxxx Xxxxxx, 8th FloorTulsa, OK 74172Attn.: $0.92 per account per month Class BXxxx KirkAssistant Vice PresidentTel.: $1.04 per account per mont New Account Fees(918) 588-6743Fax: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT(000) 000-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc0000 Dollar Allocation:$2,461,538.46 12.307692310%

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed by their duly authorized officers. THE MAINSTAY FUNDS By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and delivered this Agreement as of the date first above written. XXXXX XXXXXX PRIVATE Principal Executive Officer MAINSTAY FUNDS TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule President SCHEDULE A May Effective Date: January 1, 2000 Xxxxx Xxxxxx Aggressive 2023 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay International Equity FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trust all currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Defensive ETF Allocation Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Xxxxxxx MLP Premier Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUBMainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay ESG Multi-Asset Allocation Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth ETF Asset Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay New York Tax Free Opportunities Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective January 1, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2023 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May Effective Date: November 1, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay XX XxxXxx Convertible Portfolio – Service Class MainStay XX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund New Fund effective December 18, 2019 MainStay CBRE Real Estate Fund New Fund effective December 18, 2019 MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Xxxxxxx Renaissance Advantage Fund MainStay Xxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund Name change effective December 5, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2019 (bulk, pre-sort, ZIP+4, barcoding, first classformerly MainStay Indexed Bond Fund) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: November 15, 2000 Xxxxx Xxxxxx Aggressive 2017 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Emerging Markets Debt Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Emerging Markets Equity Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New York Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto following Parties have caused this Call Option Agreement to be executed and delivered this Agreement as of the date and in the place first here above writtenmentioned. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESJxxxxxxx Xxxx /s/ Jxxxxxxx Xxxx New Allyes Information Technology (Shanghai) Co., INCLtd. Signature by Authorized Representative: /s/ Hxxxxxx Xxx CEO Shenzhen Baifen Creation Advertisement Co., Ltd Signature by Authorized Representative: /s/ Hxxxxxx Xxx Appendix I: Section I-Basic Information of Baifen Creation Company Name Shenzhen Baifen Creation Advertisement Co., Ltd Registered Capital (RMB) 2,150,000 Equity Structure Name of the Shareholder Capital Contribution (RMB) Equity Structure Jxxxxxxx Xxxx 1,999,930 93.02 % Xxxxxxxxx Xxxxx 150,070 6.98 % Total 2,150,000 100 % Appendix II: Format of the Option Exercise Notice To: [Jxxxxxxx Xxxx] As our company and you signed an Call Option Agreement as of November 1, 2004 (hereinafter the “Option Agreement”), and reached an agreement that you shall transfer the equity you hold in Shenzhen Baifen Creation Advertisement Co., Ltd (hereinafter the “Baifen Creation”) to our company or any third parties designated by our company on demand of our company to the extent as permitted by PRC Law and regulations, Therefore, our company hereby gives this Notice to you as follows: Our company hereby requires to exercise the Call Option under the Option Agreement and [our company]/[name of company/individual] designated by our company shall accept the equity you hold accounting for 50% of Baifen Creation Registered Capital (hereinafter the “Proposed Accepted Equity”). COMPANY ByYou is required to forthwith transfer all the Proposed Accepted Equity to [our company]/[name of designated company/individual] upon receipt of this Notice in accordance with the agreed terms in the Option Agreement. Best regards, New Allyes Information Technology (Shanghai) Co., Ltd.. (Chop) Authorized Representative: ByDate: Appendix III: Form of the Power of Attorney I, Jxxxxxxx Xxxx, hereby irrevocably entrust ___ [with his/her identity card number of _______________________] , as the authorized representative of me/the company, to sign the Equity Transfer Agreement and other relevant legal documents between me and ___ Titleregarding the Equity Transfer of Shanghai Allyes Advertisement Co., Ltd Signature: Title: __________________________ Schedule A May 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docDate:

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 26, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation Name change effective February 28, 2020 (formerly MainStay Large Cap Growth Fund) MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May Effective Date: April 1, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 28, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Funds Trust MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement Amendment effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE HARTFORD LIFE INSURANCE COMPANY GOLDMAN SACHS TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: /x/ Xxxxs Davey Xx: /s/ James McNamara -------------------------------- -------------------------------- Name: James Davey Name: James McNamara Title: Vxxx Xxxxxxxxx Title: Managing Director Date: November 30, 2004 Date: November 18, 2004 GOLDMAN, SACHS & Co. By: __________________________ /s/ James McNamara -------------------------------- Name: James McNamara Title: TitleManaging Director Date: __________________________ Schedule November 18, 2004 SCHEDULE A May 1SEPARATE ACCOUNTS Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, 2000 those Separate Accounts are as follows: 401 MARKET K, K1, K2, K3, K4 TK, TK1, TK2, TK3, TK4 VK, VK1, VK2, VK3, VK4 UK, UK1, UK2, UK3, UK4, 401 000 XXX 000 XXXXETS DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven PORTFOLIOS Goldman Sachs Balanced (Xxxxx A Xxxxes) Goldman Sachs Capital Gxxxxx (Class A Shares) Goldman Sachs Core Fixex Xxxxxe (Xxxss A Shares) Goldman Sachs Core Fixex Xxxxxe (Class A Shares) Goldman Sachs CORE Intexxxxxxxax Xxxity (Service Class Shares) Goldman Sachs CORE Smalx Xxx Xquity (Class A Shares) Goldman Sachs CORE US Exxxxx (Cxxxx A Shares) Goldman Sachs Global Inxxxx (Xlass A Shares) Goldman Sachs Governmenx Xxxxxe (Xxxss A Shares) Goldman Sachs Growth & Xxxxxx Aggressive (Class A Shares) Goldman Sachs Growth Opxxxxxxxtxxx (Class A and Service Class Shares) Goldman Sachs Growth Opxxxxxxxties (Class A Shares) Goldman Sachs High Yielx (Xxxxs X Xxares) Goldman Sachs Internatixxxx Xxuity (Class A Shares) Goldman Sachs Large Cap Xxxxx (Xxxxxce Class Shares) Goldman Sachs Mid Cap Vxxxx (Xlass A and Service Class Shares) Goldman Sachs Small Cap Xxxxx (Xxxxx A and Service Class Shares) Goldman Sachs Tollkeepex (Xxxxice Class Shares) SCHEDULE B In consideration of the services provided by the Company, Goldman, Sachs & Co. agxxxx xx pxx xxe Company an amount equal to the following basis points per annum on the average aggregate amount invested by the Company's Separate Account(s) in each Portfolio under the Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B Participation Agreement, such amounts to be paid within 30 days of the end of each calendar quarter. CLASS A SHARES: PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE ---------------------------------------------------------------------------------------------------------- Goldman Sachs Capital Gxxxxx (0.15% of the average daily net asset 0.05%* value of non-money market Class A and B shares Base Maintenance FeesShares which are beneficially owned by Company's customers during such period. Goldman Sachs CORE Smalx Xxx Xqxxxx 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs High Yielx 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Internatixxxx Xxuxxx 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Global Inxxxx 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Governmenx Xxxxxe 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Mid Cap Vxxxx 0.15% of the average daily net asset 0.05%* value of non-money market Class A Shares which are beneficially owned by Company's customers during PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE ------------------------------------------------------------------------------------------------------------- such period. Goldman Sachs Small Cap Xxxxx 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs CORE US Exxxxx 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Balanced 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth & Xxxxxx 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth Opxxxxxxxtxxx 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Core Fixex Xxxxxe 0.15% of the average daily net asset 0.05% * value of non-money market Class A Shares which are beneficially owned by Company's customers during such period. SERVICE CLASS SHARES: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/ADDITIONAL SERVICE ADMINISTRATIVE PORTFOLIO SERVICE FEES FEE FEE --------------------------------------------------------------------------------------------------------------- Goldman Sachs CORE Intexxxxxxxax Xxxity 0.25% 0.25% 0.25% Goldman Sachs Growth Opxxxxxxxties 0.25% 0.25% 0.25% Goldman Sachs Large Cap Xxxxx 0.25% 0.25% 0.25% Goldman Sachs Mid Cap Vxxxx 0.25% 0.25% 0.25% ADDITIONAL SERVICE ADMINISTRATIVE PORTFOLIO SERVICE FEES FEE FEE -------------------------------------------------------------------------------------------------------------------- Goldman Sachs Small Cap Xxxxx 0.25% 0.10% 0.25% Goldman Sachs Tollkeepex 0.25% 0.25% 0.25% ------------ * A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit portion of these fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will may be paid on by Goldman, Sachs & Co.out xx xxx oxx xxvenue. FOURTH AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT AMONG GOLDMAN SACHS TRUST GOLDMAN, SACHS & CO. AND HARTFORD LIFE INSURANCE COMPANY THIS FOURTH AMENDMENT is made and entered into as of the 28th day of or prior to mailing as agreed with the Sub-Transfer Agent. In additionOctober, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations 2008 among Hartford Life Insurance Company ("Company"), Goldman Sachs Trust, a xxxxxxxent investment company organized under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doclaws of Delaware, and Goldman, Sachs & Co., a Xxx Xxrk xxxxted partnership.

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement Amendment effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESHARTFORD LIFE INSURANCE COMPANY THE DREYFUS CORPORATION /s/ Eric Wietsma /x/ William H. Maresca ----------------------------------- ----------------------------------- Signature Signature Eric Wietsma William H. Maresca Xxxx Name Vice President & Director Controller Title Title DREYFUS SERVICE CORPORATION THOSE FUNDS LISED ON SCHEDULE A /s/ William H. Maresca /x/ Xxxxael A. Rosenberg ----------------------------------- ----------------------------------- Signature Signature William H. Maresca Xxxxael A. Rosenberg Xxxx Name Chief Financial Officer Secretary or Assistant Secretary Title Title SCHEDULE A SEPARATE ACCOUNTS Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, those Separate Accounts are as follows: 401K MARKET K, K1, K2, K3, K4, TK, TK1, TK2, TK3, TK4 VK, VK1, VK2, VK3, VK4 UK, UK1, UK2, UK3, UK4 403X XXX 000 XXXXXXX DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC FUNDS DREYFUS INDEX FUNDS, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1- Dreyfus International Stock Index Fund DREYFUS MID CAP INDEX FUND DREYFUS DEBT & EQUITY FUNDS - Dreyfus Premier Core Bond Fund DREYFUS PREMIER THIRD CENTURY FUND DREYFUS PREMIER THIRD CENTURY FUND DREYFUS BASIC S&P 500 INDEX FUND DREYFUS BOND MARKET INDEX FUND DREYFUS RETIREMENT PORTFOLIOS, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.) - Growth Portfolio High - Growth & Income Portfolio - Income Portfolio DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.) - Growth Portfolio - Growth & Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness - Income Portfolio DREYFUS FOUNDERS FUNDS, INC. - Dreyfus Founders Discovery Fund Xxxxx Xxxxxx Fundamental Value DREYFUS GROWTH & VALUE FUNDS, INC. - Emerging Leaders Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income DREYFUS LAUREL FUNDS, IXX. - Xxxxxxx Midcap Stock Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth SCHEDULE B In consideration of the services provided by the Company, the Adviser agrees to pay the Company an amount equal to the following basis points per annum on the average amount invested by the Company's Separate Account(s) in each portfolio under the Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: Participation Agreement, such amounts to be paid within 30 days of the end of each calendar quarter. PORTFOLIO SHARE CLASS BASIS POINTS --------------------------------------------------------------------------------------- DREYFUS INDEX FUNDS, INC. - Dreyfus International Stock Index Fund N/A PAC Transaction Fees: 30 (0.30%) DREYFUS MID CAP INDEX FUND N/A Purchase Transaction Fees: 30 (0.30%) DREYFUS DEBT & EQUITY FUNDS - Dreyfus Premier Core Bond Fund A 40 (0.40%) DREYFUS PREMIER THIRD CENTURY FUND A 40 (0.40%) DREYFUS PREMIER THIRD CENTURY FUND Z 25 (0.25%) DREYFUS BASIC S&P 500 INDEX FUND N/A SWP Transaction Fees: N5 (0.05%) DREYFUS BOND MARKET INDEX FUND INVESTOR 25 (0.25%) DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.) - Growth Portfolio RESTRICTED 30 (0.30%) - Growth & Income Portfolio - Income Portfolio DREYFUS RETIREMENT PORTFOLIOS, INC. (d/b/a DREYFUS LIFETIME PORTFOLIOS, INC.) - Growth Portfolio INVESTOR 40 (0.40%) - Growth & Income Portfolio - Income Portfolio DREYFUS FOUNDERS FUNDS, INC. A Redemption Transaction Fee: N/40 (0.40%) - Dreyfus Founders Discovery Fund DREYFUS GROWTH & VALUE FUNDS, INC. A Account Closed Redemption Fees: N/40 (0.40%) - Emerging Leaders Fund DREYFUS LAUREL FUNDS, IXX. A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses40 (0.40%) - Premier Midcap Stock Fund FIFTH AMENDMENT TO PARTICIPATION AGREEMENT Between THE DREYFUS CORPORATION, includingDREYFUS SERVICE CORPORATION, but not limited And HARTFORD LIFE INSURANCE COMPANY THIS AMENDMENT to the following items: - Microfiche/microfilm production - Magnetic media tapes Retail Fund Participation Agreement dated September 29, 2000 is made and freight - Printing costsentered into as of the 1st day of May, including certificates2005 between Hartford Life Insurance Company (the "Company"), envelopesa stock life insurance company organized under the laws of Connecticut, checks The Dreyfus Corporation (the "Advisor"), a New York corporation and stationery - Postage Dreyfus Service Corporation, a New York corporation (bulk, pre-sort, ZIP+4, barcoding, first classthe "Underwriter") direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under those funds listed on Schedule B of this Agreement. The Transfer Agent agrees that postage and mailing expenses will , as may be paid on amended from time to time (the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc"Funds").

IN WITNESS HEREOF. the parties hereto have executed and delivered this First Amendment to the Participation Agreement effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES6 of 13 Revised as of 09.04.2008 OppenheimerFunds Distributor, INC. COMPANY Inc. ING Life Insurance and Annuity Company By: /s/Xxxx Xxxxxxx By: __________________________ /s/Xxxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: SVP, Head of Distribution Title: __________________________ Vice President Operations OppenheimerFunds, Inc. ING Financial Advisers, LLC (on its own behalf and on behalf of its division, OppenheimerFunds Services) By: /s/Xxxxxx Xxxxx By: /s/Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxx Title: SVP, Head of Client Services & Title: Vice President Administration Shareholder Services, Inc. By: /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP, Transfer Agency 7 of 13 Revised as of 09.04.2008 Schedule A May B October 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx 2012 LIST OF XXXXXXXXXXX FUNDS ELIGIBLE TO PARTICIPATE IN PARTICIPATION AGREEMENT Xxxxxxxxxxx Capital Appreciation Fund Xxxxxxxxxxx Capital Income Fund Oppenheimer Cash Reserves Oppenheimer Commodity Strategy Total Return Fund Oppenheimer Core Bond Fund Oppenheimer Corporate Bond Fund Oppenheimer Currency Opportunities Fund Oppenheimer Developing Markets Fund Oppenheimer Discovery Fund Oppenheimer Emerging Markets Debt Fund Oppenheimer Equity Fund, Inc. Xxxxx Xxxxxx Concert Oppenheimer Equity Income Fund, Inc. Oppenheimer Global Fund Oppenheimer Global Allocation Series Inc. Balanced Portfolio Conservative Portfolio Fund Oppenheimer Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Opportunities Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Oppenheimer Global Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Oppenheimer Global Value Fund Oppenheimer Gold & Special Minerals Fund Oppenheimer International Bond Fund Xxxxxxxxxxx International Diversified Fund Xxxxxxxxxxx International Growth Fund Schedule B SUBXxxxxxxxxxx International Small Company Fund Oppenheimer LifeCycle Funds Xxxxxxxxxxx Limited-TRANSFER AGENT FEE Class A Term Government Fund Oppenheimer Main Street Fund Oppenheimer Main Street Select Fund Oppenheimer Main Street Small- & Mid-Cap Fund Oppenheimer Money Market Fund, Inc. Oppenheimer Portfolio Series Oppenheimer Quest International Value Fund Oppenheimer Quest Opportunity Value Fund Oppenheimer Real Estate Fund Xxxxxxxxxxx Rising Dividends Fund Oppenheimer Select Value Fund Oppenheimer Senior Floating Rate Fund Oppenheimer Small- & Mid- Cap Growth Fund Oppenheimer Small- & Mid- Cap Value Fund Xxxxxxxxxxx U.S. Government Trust Oppenheimer Value Fund OFI Stable Value Trust1 8 of 13 Revised as of 09.04.2008 1 OFI Stable Value Trust is not a mutual fund and B shares Base Maintenance Fees: Class A: $0.92 is not registered with or regulated by the U.S. Securities & Exchange Commission. It is a collective investment trust maintained by OFI Trust Company, a New York chartered, limited purpose trust company, selectively offered to eligible retirement plans and is not distributed by OppenheimerFunds Distributor, Inc. Units of participation in the OFI Stable Value Trust are exempt from registration under the Securities Act of 1933 and the OFI Stable Value Trust is exempt from registration as an investment company under the Investment Company Act of 1940. Due to regulatory restrictions, the OFI Stable Value Trust does not have a ticker symbol and the price per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A unit is not published in any daily periodical. There are certain restrictions on investments and withdrawals from the OFI Stable Value Trust. Investors should read the Declaration of Trust and Summary Information Booklet carefully before investing and should carefully consider the OFI Stable Value Trust’s investment objectives, risks, charges, expenses and withdrawal restrictions. 9 of 13 Revised as of 09.04.2008 Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited Fees to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docCompany

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A May 1Effective Date: April 11, 2000 Xxxxx Xxxxxx Aggressive 2017 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Emerging Markets Debt Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Emerging Markets Equity Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay ICAP Equity Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New York Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund 3 MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: November 30, 2000 Xxxxx Xxxxxx Aggressive 2018 (unless otherwise indicated) The MainStay Funds MainStay Funds Trust MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay Government Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have this Initial Borrowing Notice and Disbursement Request has been executed and delivered this Agreement to the Lender by the Borrower and Advocat Inc. as of the date day and year first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, as Borrower Agent By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer ADVOCAT ANCILLARY SERVICES, INC. COMPANY ., a Tennessee corporation By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer ADVOCAT FINANCE, INC., a Delaware corporation By: __________________________ TitleName: Title: __________________________ Schedule A May 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Its: Executive Vice President & Chief Financial Officer DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation By: Name: Xxxxx Xxxxxx Appreciation Fund Inc. Its: Executive Vice President & Chief Financial Officer ADVOCAT DISTRIBUTION SERVICES, INC., a Tennessee corporation By: Name: Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Its: Executive Vice President & Chief Financial Officer DIVERSICARE ASSISTED LIVING SERVICES, INC., a Tennessee corporation By: Name: Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Its: Executive Vice President & Chief Financial Officer DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, a Tennessee limited liability company By: Name: Xxxxx Xxxxxx Fundamental Value Fund Inc. Its: Executive Vice President & Chief Financial Officer DIVERSICARE LEASING CORP., a Tennessee corporation By: Name: Xxxxx Xxxxxx Income Funds Its: Executive Vice President & Chief Financial Officer STERLING HEALTH CARE MANAGEMENT, INC., a Kentucky corporation By: Name: Xxxxx Xxxxxx Diversified Strategic Income Fund Its: Executive Vice President & Chief Financial Officer SENIOR CARE CEDAR HILLS, LLC, a Delaware limited liability company BY: SENIOR CARE FLORIDA LEASING, LLC,its sole member BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Investment Funds Its: Executive Vice President & Chief Financial Officer SENIOR CARE GOLFCREST, LLC, a Delaware limited liability company BY: SENIOR CARE FLORIDA LEASING, LLC, its sole member BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer SENIOR CARE GOLFVIEW, LLC, a Delaware limited liability company BY: SENIOR CARE FLORIDA LEASING, LLC, its sole member BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer SENIOR CARE FLORIDA LEASING, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer SENIOR CARE SOUTHERN PINES, LLC, a Delaware limited liability company BY: SENIOR CARE FLORIDA LEASING, LLC, its sole member BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE XXXXX XXXX, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE ASSISTED LIVING SERVICES NC I, LLC, a Delaware limited liability company BY: DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited liability company BY: DIVERSICARE ASSISTED LIVING SERVICES NC, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE BRIARCLIFF, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE XXXXXXX, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE HARTFORD, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE HILLCREST, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE LAMPASAS, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE PINEDALE, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE WINDSOR HOUSE, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE YORKTOWN, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE XXXXXXXXX, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE DOCTORS, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE ESTATES, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE HUMBLE, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE KATY, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE NORMANDY TERRACE, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE TEXAS I, LLC, a Delaware limited liability company By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE TREEMONT, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE ROSE TERRACE, LLC, a Delaware limited liability company BY: DIVERSICARE LEASING CORP., its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer DIVERSICARE PARIS, LLC, a Delaware limited liability company BY: DIVERSICARE TEXAS I, LLC, its sole member By: Name: Xxxxx Xxxxxx Its: Executive Vice President & Chief Financial Officer Schedule 1 Advocat Ancillary Services, Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesAdvocat Finance, includingInc. Diversicare Management Services Co. Advocat Distribution Services, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsInc. Diversicare Assisted Living Services, including certificatesInc. Diversicare Assisted Living Services NC, envelopesLLC Diversicare Leasing Corp. Sterling Health Care Management, checks and stationery - Postage (bulkInc. Senior Care Cedar Hills, pre-sortLLC Senior Care Golfcrest, ZIP+4LLC Senior Care Golfview, barcodingLLC Senior Care Florida Leasing, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costsLLC Senior Care Southern Pines, including all leaseLLC Diversicare Xxxxx Xxxx, maintenance and line costs - Proxy solicitationsLLC Diversicare Assisted Living Services NC I, mailings and tabulations - Daily & Distribution advice mailings - ShippingLLC Diversicare Assisted Living Services NC II, Certified and Overnight mail and insurance - Year-end form production and mailings - TerminalsLLC Diversicare Briarcliff, communication linesLLC Diversicare Xxxxxxx, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retentionLLC Diversicare Hartford, retrieval and destruction costsLLC Diversicare Hillcrest, includingLLC, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In additionDiversicare Lampasas, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC Diversicare Pinedale, LLC Diversicare Windsor House, LLC Diversicare Yorktown, LLC Diversicare Xxxxxxxxx, LLC Diversicare Doctors, LLC Diversicare Estates, LLC Diversicare Humble, LLC Diversicare Katy, LLC Diversicare Normandy Terrace, LLC Diversicare Texas I, LLC Diversicare Treemont, LLC Diversicare Rose Terrace, LLC Diversicare Paris, LLC

IN WITNESS HEREOF. this Consent is hereby executed by each of the parties hereto have executed and delivered this Agreement Pledgors as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER ALTICE US FINANCE I CORPORATION By: Name: Title: CEQUEL COMMUNICATIONS, LLC By: Name: Title: CEQUEL COMMUNICATIONS HOLDINGS II, LLC By: Name: Title: Each of the Pledgors, listed on Schedule I hereto By: Name: Title: KINGWOOD SECURITY SERVICES, LLC By: Name: Title: [Signature Page to Annex I of First Lien Intercreditor Agreement] Schedule I to Annex I to the First Lien Intercreditor Agreement Pledgors APPALACHIAN COMMUNICATIONS, LLC A R H, LTD. CABLE SYSTEMS, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1CEBRIDGE ACQUISITION, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-LLC CEBRIDGE ACQUISITION, L.P. CEBRIDGE CONNECTIONS, INC. CEBRIDGE CONNECTIONS EQUIPMENT SALES, LLC CEBRIDGE CONNECTIONS FINANCE CORP. CEBRIDGE CORPORATION CEBRIDGE GENERAL, LLC CEBRIDGE LIMITED, LLC CEBRIDGE TELECOM CA, LLC CEBRIDGE TELECOM GENERAL, LLC CEBRIDGE TELECOM ID, LLC CEBRIDGE TELECOM IN, LLC CEBRIDGE TELECOM KS, LLC CEBRIDGE TELECOM KY, LLC CEBRIDGE TELECOM LA, LLC CEBRIDGE TELECOM LIMITED, LLC CEBRIDGE TELECOM MO, LLC CEBRIDGE TELECOM MS, LLC CEBRIDGE TELECOM NC, LLC CEBRIDGE TELECOM NM, LLC CEBRIDGE TELECOM OH, LLC CEBRIDGE TELECOM OK, LLC CEBRIDGE TELECOM TX, L.P. CEBRIDGE TELECOM VA, LLC CEBRIDGE TELECOM WV, LLC CEQUEL III COMMUNICATIONS I, LLC CEQUEL III COMMUNICATIONS II, LLC CEQUEL COMMUNICATIONS II, LLC CEQUEL COMMUNICATIONS III, LLC CEQUEL COMMUNICATIONS IV, LLC CEQUEL COMMUNICATIONS ACCESS SERVICES, LLC CLASSIC CABLE, INC. CLASSIC CABLE OF LOUISIANA, L.L.C. CLASSIC CABLE OF OKLAHOMA, INC. CLASSIC COMMUNICATIONS, INC. EXCELL COMMUNICATIONS, INC. FRIENDSHIP CABLE OF ARKANSAS, INC. FRIENDSHIP CABLE OF TEXAS, INC. HORNELL TELEVISION SERVICE, INC. KINGWOOD HOLDINGS LLC MERCURY VOICE AND DATA, LLC NPG CABLE, LLC NPG DIGITAL PHONE, LLC ORBIS1, L.L.C. TCA COMMUNICATIONS, L.L.C. UNIVERSAL CABLE HOLDINGS, INC. W.K. COMMUNICATIONS, INC. Annex I-4 ANNEX II [FORM OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses] JOINDER NO. [ ] dated as of [ ], including, but not limited 20[ ] (this “Joinder Agreement”) to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsFIRST LIEN INTERCREDITOR AGREEMENT dated as of [ ], including certificates2015 (the “First Lien Intercreditor Agreement”), envelopesamong [JPMORGAN CHASE BANK, checks and stationery - Postage (bulkN.A.], pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Administrative Agent and the Sub-Transfer Collateral Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docExisting Credit Agreement for the Existing Credit Agreement Secured Parties, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent under the New Credit Agreement for the New Credit Agreement Secured Parties, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Initial Additional Authorized Representative, JPMORGAN CHASE BANK, N.A., as the Initial Additional Collateral Agent, and each additional Authorized Representative and each additional Collateral Agent from time to time a party thereto.(1)

IN WITNESS HEREOF. the parties hereto Parties have caused this Amendment No. 1 to be duly executed and delivered this Agreement as of the date day and year first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER XL CAPITAL LTD By: /s/ Fiona Luck Name: Fiona Luck Title: Executive Vice President and Chief of Staff [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL INSURANCE (BERMUDA) LTD By: /s/ Fiona Luck Name: Fiona Luck Title: Director [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL REINSURANCE AMERICA INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. GLOBAL SERVICES, INC. COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL SERVICES (BERMUDA) LTD By: __________________________ /s/ Fiona Luck Name: Fiona Luck Title: Deputy Chairman [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. AMERICA, INC. By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: __________________________ Schedule A May 1Senior Vice President, 2000 General Counsel and Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SECURITY CAPITAL ASSURANCE LTD By: /s/ Xxxxxx Xx Xxxxx Name: Xxxxxx Aggressive Growth Fund Xx Xxxxx Title: EVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL FINANCIAL ASSURANCE LTD. By: /s/ Xxx Cume Name: Xxx Cume Title: SVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL CAPITAL ASSURANCE INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP & General Counsel [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL FINANCIAL ADMINISTRATIVE SERVICES INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director & Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SCA BERMUDA ADMINISTRATIVE LTD. By: /s/ Xxx Cume Name: Xxx Cume Title: SVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL CAPITAL ASSURANCE (U.K.) LIMITED By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Managing Director & Chief Operating Officer [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] EXHIBIT 1.01(e-1) FORM OF FACULTATIVE MASTER CERTIFICATE COMMUTATION AGREEMENT Exhibit 1.01(e-1) COMMUTATION AND RELEASE AGREEMENT This Commutation and Release Agreement (the “Agreement”) dated as of August 5, 2008, is made by and between Syncora Guarantee Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A (formerly known as XL Capital Assurance Inc.), a company domiciled in New York (the “Company”) and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont XL Reinsurance America Inc., a company also domiciled in New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse York (the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement“Reinsurer”). The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent Reinsurer and the Sub-Transfer Agent mutually agree that such expenses Company are not otherwise properly borne by hereinafter referred to collectively as the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc“Parties.”

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President Exhibit (h)(1)(xxx) SCHEDULE A May 1Effective Date: June 30, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay U.S. Infrastructure Bond Fund Name change effective August 31, 2020 (formerly MainStay MacKay Infrastructure Bond Fund) MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust all currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Defensive ETF Allocation Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Cxxxxxx MLP Premier Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund Name change effective July 31, 2020 (formerly MainStay Growth Allocation Fund) MainStay Equity ETF Allocation Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund Name change effective July 31, 2020 (formerly MainStay Moderate Growth Allocation Fund) MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement Amendment effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE HARTFORD LIFE INSURANCE COMPANY GOLDMAN SACHS TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: By/s/ David Levenson Xx: __________________________ Title/s/ James Fitzpatrick ------------------------------ ------------------------------ Name: David Levenson Xxxx: Title: __________________________ Schedule Vice - President Title: Date: 6-21-02 Date: GOLDMAN, SACHS & CO. By: /s/ James Fitzpatrick ------------------------------ Name: Title: Date: 1 SCHEDULE A May 1SEPARATE ACCOUNTS Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, 2000 those Separate Accounts are as follows: 401 MARKET K, K1, K2, K3, K4 TK, TK1, TK2, TK3, TK4 VK, VK1, VK2, VK3, VK4 UK, UK1, UK2, UK3, UK4 403 XXX 000 XXXXXXX DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven PORTFOLIOS Goldman Sachs Capital Gxxxxx Xoldman Sachs CORE Smalx Xxx Xqxxxx Goldman Sachs Internatixxxx Xxuity Goldman Sachs Global Inxxxx Xxlxxxx Sachs Governmenx Xxxxxe Goldman Sachs Mid Cap Vxxxx Xxlxxxx Sachs Small Cap Xxxxx Goldman Sachs CORE US Exxxxx Xoxxxxx Sachs Balanced Xxxxxxx Sachs Growth & Xxxxxx Aggressive Gxxxxxn Sachs Growth Opxxxxxxxties Goldman Sachs Core Fixex Xxxxxe * Xlass A Shares SCHEDULE B In consideration of the services provided by the Company, Goldman, Sachs & Co. agxxxx xx pay the Company an amount equal to the following basis points per annum on the average aggregate amount invested by the Company's Separate Account(s) in each Portfolio under the Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B Participation Agreement, such amounts to be paid within 30 days of the end of each calendar quarter. PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE -------------------------------------------------------------------------------------- Goldman Sachs Capital Gxxxxx 0.00% of the average daily net 0.05%* asset value of non-money market Class A and B shares Base Maintenance Fees: Shares which are beneficially owned by Company's customers during such period. Goldman Sachs CORE Smalx Xxx 0.15% of the average daily net 0.05%* Equity asset value of non-money market Class A: $0.92 per account per month A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Internatixxxx 0.00% of the average daily net 0.05%* Equity asset value of non-money market Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Global Inxxxx 0.15% of the average daily net 0.05%* asset value of non-money market Class A Purchase Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Governmenx 0.00% of the average daily net 0.05%* Income asset value of non-money market Class A SWP Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Mid Cap Vxxxx 0.15% of the average daily net 0.05%* asset value of non-money market Class A Redemption Transaction Fee: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Small Cap Xxxxx 0.00% of the average daily net 0.05%* asset value of non-money market Class A Account Closed Redemption Fees: N/Shares which are beneficially owned by Company's customers during such period. PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE -------------------------------------------------------------------------------------- Goldman Sachs CORE US Exxxxx 0.15% of the average daily net 0.05%* asset value of non-money market Class A Dividend Transactions Fee: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Balanced 0.00% of the average daily net 0.05%* asset value of non-money market Class A Maintenance Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth & Xxxxxx 0.15% of the average daily net 0.05%* asset value of non-money market Class A Schedule C OUTShares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth 0.00% of the average daily net 0.05%* Opportunities asset value of non-OFmoney market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Core Fixex 0.15% of the average daily net 0.05%* Income asset value of non-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with money market Class A Shares which are beneficially owned by Company's customers during such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit period. ------------ * A portion of these fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will may be paid on by Goldman, Sachs & Co.'s xxxxxxxenx advisory revenue. SECOND AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT Between GOLDMAN SACHS TRUST And GOLDMAN, SACHS & CO. And HARTFORD LIFE INSURANCE COMPANY THIS AMENDMENT is made and entered into as of the 1st day of or prior to mailing as agreed with the Sub-Transfer Agent. In additionAugust, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent 2003 between HARTFORD LIFE INSURANCE COMPANY ("Company"), and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations GOLDMAN SACHS TRUST, a xxxxxxxent investment company organized under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doclaws of Delaware, and GOLDMAN, SACHS & CO., a Xxx Xxrk xxxxted partnership.

IN WITNESS HEREOF. the parties hereto have executed and delivered Board of Supervisors of the County of Los Angeles has caused this Agreement as to be subscribed by the Director of the date Internal Services Department, and the Contractor has hereunto subscribed its corporate name and affixed its corporate seal by its duly authorized officers, the day, month and year first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESCOUNTY OF LOS ANGELES Company Name Xxxx Xxxxxxxxxx Director Internal Services Department By Print Name Title Date: Date: APPROVED AS TO FORM: XXXXXXX X. XXXXXXX, INCXx. COMPANY ByCounty Counsel By Senior Deputy County Counsel EXHIBIT A SCOPE OF WORK DESCRIPTION OF SYSTEM, EQUIPMENT AND LOCATION The following provides a brief description of the System to be installed by ---- at the Facilities. The System will include various combinations of the following equipment: ByDescription: __________________________ TitleManufacturer: TitleElectronic ballasts Magnetek, Advance, Xxxxxx, Motorola, SLI/PLP Dimming electronic ballasts Advance, Motorola, Luton T-8 Fluorescent lamps G.E. T-8 with Starcoat, Xxxxxxxx, Orsam/Sylvania Compact fluorescent fixtures Enertron Electro-illuminescent exit signs Eagle II New Fixtures (T8 and T5) American Illuminetics (standard fluorescent), Lithonia Lighting (2x2) Enertron (compact fluorescents) HID Fixtures Romlight, Venture Lighting, JanMar, CLI . Occupancy Sensors Wattstopper, Novitas, Unenco Lighting Control Panels Square D – Powerlink G3 Lighting Controls Lighting Control Software Square D and Teletrol Lighting Control Override Controls Idec Carbon Monoxide Sensors To be agreed upon by the Contractor and County Additional products may be used with the County’s prior written approval. The Scope of Work also includes the following documents and such documents are hereby incorporated into this Agreement herein by reference: __________________________ Schedule A May 1• Contractor proposal dated XX-XX-XXXX • County’s Request For Proposal dated XX-XX-XXXX including all Addendums COUNTY OF LOS ANGELES Internal Services Department 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule Xxxxxxxxxx 00000 Xxxx Xxxxxxxxxx‌ Director To enrich lives through effective and caring service. Telephone: (323) FAX: (323) (date) EXHIBIT B SUB-TRANSFER AGENT FEE Class A CERTIFICATE OF ACCEPTANCE I, the undersigned, hereby certify that I am the duly qualified and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse acting officer of the Sub-Transfer Agent monthly for applicable out-of-pocket expensesCounty; and, including, but not limited with respect to the following items: - Microfiche/microfilm production - Magnetic media tapes Equipment described in Exhibit A, (the Equipment Group) of the Energy Savings Agreement (Agreement) dated as of , by and freight - Printing costsbetween the County and (Contractor), including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docthat:

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 122, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust MainStay VP Floating Rate Portfolio – Initial Class MainStay VP Floating Rate Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May Effective Date: November 1, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund New Fund effective December 18, 2019 MainStay CBRE Real Estate Fund New Fund effective December 18, 2019 MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund Name change effective December 5, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2019 (bulk, pre-sort, ZIP+4, barcoding, first classformerly MainStay Indexed Bond Fund) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: June 30, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay U.S. Infrastructure Bond Fund Name change effective August 31, 2020 (formerly MainStay MacKay Infrastructure Bond Fund) MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust all currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness ETF Allocation Fund Xxxxx Xxxxxx Fundamental Value MainStay Defensive ETF Allocation Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income MainStay Xxxxxxx MLP Premier Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund Name change effective July 31, 2020 (formerly MainStay Growth Allocation Fund) MainStay Equity ETF Allocation Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund Name change effective July 31, 2020 (formerly MainStay Moderate Growth Allocation Fund) MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May Effective Date: April 1, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Funds Trust MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement as of the date first above writtenstated hereinabove. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER PROVIDER: PARK INFUSIONCARE, LP, A TEXAS LIMITED PARTNERSHIP, Borrower By: Xxxxxxxxx’x Operating GP, LLC, Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title : Managing Member, Chairman of the Board, President and Chief Executive Officer PARK INFUSIONCARE OF DALLAS, LP, A TEXAS LIMITED PARTNERSHIP, Borrower By: Park InfusionCare Of Dallas, GP, LLC, Its General Partner By: /s/ Xxxxx X. Xxxx Name:Xxxxx X. Xxxx Title : Managing Member, Chairman of the Board, President and Chief Executive Officer PARK INFUSIONCARE OF HOUSTON, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER By: Park InfusionCare Of Houston, GP, LLC, Its General Partner By: /s/ Xxxxx X. Xxxx Name:Xxxxx X. Xxxx Title : Managing Member, Chairman of the Board, President and Chief Executive Officer PARK INFUSIONCARE OF SAN ANTONIO, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER By: Park InfusionCare Of San Antonio, GP, LLC, Its General Partner By: /s/ Xxxxx X. Xxxx Name:Xxxxx X. Xxxx Title : Managing Member, Chairman of the Board, President and Chief Executive Officer SERVICER Healthcare Claims Management Corporation, As Servicer By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer ATTACHMENT A LOCKBOX ACCOUNT All Healthcare Receivables shall be deposited in the following account of Provider: Depository Bank: (Bank Name) Routing Number: (Bank Routing Number) Account Number: (Bank Account Number) ADDENDUM TO MEDICAL CLAIMS SERVICING AGENCY AGREEMENT (FORM 2) THIS ADDENDUM TO MEDICAL CLAIMS SERVICING AGENCY AGREEMENT (the “Addendum”) is entered into as of April 17, 2007 (the "Effective Date"), by and between PARK INFUSION SERVICES, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1LP, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A formerly known as PARK INFUSIONCARE OF DALLAS, LP PARK INFUSION SERVICES, LP, PARK INFUSIONCARE OF DALLAS, LP, a Texas Limited Partnership, PARK INFUSIONCARE OF HOUSTON, LP, a Texas limited partnership and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesPARK INFUSIONCARE OF SAN ANTONIO, includingLP, but not a Texas limited to the following items: - Microfiche/microfilm production - Magnetic media tapes partnership (together, jointly and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In additionseverally, the Transfer Agent will promptly reimburse “Provider”) and HEALTHCARE CLAIMS MANAGEMENT CORPORATION (“Servicer”). Capitalized terms used herein, unless otherwise defined, shall have the Sub-Transfer Agent for any other unscheduled expenses incurred by meanings ascribed thereto in the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent Servicing Agreement (as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docdefined below).

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement as of the date first above written. XXXXX SXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1, 2000 Xxxxx Sxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Sxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Sxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Sxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Sxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Sxxxx Xxxxxx Income Funds Xxxxx Sxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Sxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc

IN WITNESS HEREOF. the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered this Agreement attested, all as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE II By: _________________________/s/ Xxxxx Xxxxxx _ Name: Xxxxx Xxxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ W. Xxxxxxxx Xxxxxx _ Name: W. Xxxxxxxx Xxxxxx Title: _________________________Corporate Secretary and Chief Legal Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE IV By: /s/ Xxxx Xxxxxxxx _ Schedule A May Name: Xxxx Xxxxxxxx Title: Vice President ON BEHALF OF CALPINE CORPORATION AND THE EXISTING GUARANTORS LISTED ON SCHEDULE V By: /s/ Xxxxx Xxxx _ Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ Xxxxxx Xxxxx _ Authorized Signatory SCHEDULE I Name of Guarantor Calpine Energy Services GP, LLC Calpine Energy Services LP, LLC SCHEDULE II Name of Guarantor Calpine Construction Management Company, Inc. Calpine Mid-Atlantic Operating, LLC Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE III Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Calpine Geysers Company, L.P. Calpine Gilroy 1, 2000 Inc. Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Name of Guarantor Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Power, LLC Calpine Operations Management Company, Inc. Calpine Power Company Calpine Power, Inc. Calpine Power Management, LLC Calpine PowerAmerica, LLC Calpine PowerAmerica-CA, LLC Calpine PowerAmerica-ME, LLC Calpine Project Holdings, Inc. Calpine Xxxxx, Inc. Calpine Rumford I, Inc. Calpine Rumford, Inc. Calpine Schuylkill, Inc. Calpine Sonoran Pipeline, LLC Calpine Stony Brook Operators, Inc. Calpine Stony Brook, Inc. Name of Guarantor Calpine Sumas, Inc. Calpine TCCL Holdings, Inc. Calpine Texas Pipeline GP, Inc. Calpine Texas Pipeline LP, Inc. Calpine Texas Pipeline, L.P. Calpine Tiverton I, Inc. Calpine Tiverton, Inc. Calpine University Power, Inc. Xxxxxxxx Energy LLC CES Marketing IX, LLC CES Marketing V, LLC CES Marketing X, LLC Channel Energy Center, LLC Clear Lake Cogeneration Limited Partnership Columbia Energy LLC Corpus Christi Cogeneration, LLC CPN 3rd Turbine, Inc. CPN Acadia, Inc. CPN Cascade, Inc. CPN Clear Lake, Inc. CPN East Fuels, LLC CPN Pipeline Company CPN Xxxxx Funding Corporation CPN Telephone Flat, Inc. Decatur Energy Center, LLC Delta Energy Center, LLC Fontana Energy Center, LLC Freestone Power Generation, LLC GEC Bethpage Inc. Geysers Power Company, LLC Geysers Power I Company Name of Guarantor Hillabee Energy Center, LLC Idlewild Fuel Management Corp. JMC Bethpage, Inc. Los Medanos Energy Center LLC Magic Valley Pipeline, L.P. Mobile Energy LLC Modoc Power, Inc. Xxxxxx Aggressive Growth Fund Energy Center, LLC Northwest Cogeneration, Inc. Xxxxx NTC Five, Inc. Pastoria Energy Center, LLC Pastoria Energy Facility, L.L.C. Pine Bluff Energy, LLC RockGen Energy LLC Rumford Power Associates Limited Partnership Santa Xxxx Energy Center, LLC Stony Brook Cogeneration, Inc. Stony Brook Fuel Management Corp. Xxxxxx Appreciation Fund Dryers, Inc. Xxxxx Xxxxxx Concert Allocation Series Texas City Cogeneration, LLC Texas Cogeneration Five, Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUBTexas Cogeneration One Company Thermal Power Company Tiverton Power Associates Limited Partnership Zion Energy LLC SCHEDULE IV Name of Guarantor Calpine Bethlehem, LLC Calpine Mid-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont Atlantic Energy, LLC Calpine Mid-Atlantic Generation, LLC Calpine Mid-Atlantic Marketing, LLC Calpine New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesJersey Generation, includingLLC Calpine Solar, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsLLC Calpine Vineland Solar, including certificatesLLC New Development Holdings, envelopesLLC SCHEDULE V Name of Guarantor Deer Park Energy Center LLC Deer Park Holdings, checks and stationery - Postage (bulkLLC Xxxxxxx Energy Center, pre-sortLLC Xxxxxxx Holdings, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. JEFFERSON PILOT FINANCIAL INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxxxxxx Title Senior Vice President AYCO SERIES TRUST By: __________________________ Title/s/ Xxxx X. Xxxxxxx, III ------------------------------ Xxxx X. Xxxxxxx, III Title Chief Financial Officer and Controller THE AYCO COMPANY, L.P. By: TitleHambre, Inc. By: __________________________ /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx Title Vice President SCHEDULE ONE INVESTMENT COMPANY NAME: FUND NAME(S): ------------------------ ------------- Ayco Series Trust Ayco Large Cap Growth Fund I SCHEDULE TWO List of Contracts ENSEMBLE II VARIABLE LIFE INSURANCE ENSEMBLE III VARIABLE LIFE INSURANCE ENSEMBLE SL VARIABLE LIFE INSURANCE ENSEMBLE EXEC VARIABLE LIFE INSURANCE ALLEGIANCE VARIABLE ANNUITY PILOT CLASSIC VARIABLE ANNUITY PILOT ELITE VARIABLE ANNUITY PARTICIPATION AGREEMENT AMONG JEFFERSON PILOT FINANCIAL INSURANCE COMPANY AND JEFFERSON PILOT LIFE AMERICA INSURANCE COMPANY, PIMCO VARIABLE INSURANCE TRUST, AND PIMCO FUNDS DISTRIBUTORS LLC THIS AGREEMENT, dated as of the 1st day of May, 2001, by and among Jefferson Pilot Financial Insurance Company, a Nebraska life insurance company and Jefferson Pilot Life America Insurance Company, a New Jersey life insurance company, (collectively, the "Company"), on their own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A May 1hereto as may be amended from time to time (each account hereinafter referred to as the "Account"), 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity PIMCO Variable Insurance Trust (the "Fund"), a Delaware business trust, and PIMCO Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse Distributors LLC (the Sub-Transfer Agent monthly for applicable out-of-pocket expenses"Underwriter"), including, but not a Delaware limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docliability company.

IN WITNESS HEREOF. this Consent of Grantors is hereby executed by each of the parties hereto have executed and delivered this Agreement Grantors as of the date first above writtenwritten above. XXXXX XXXX INCORPORATED, as the Company and as a Grantor By Name: Title: XXXX XXXXXXXXXXXXX LUXEMBOURG S.À X.X., as a Grantor By Name: Title: XXXX LIMITED XXXX AUTOMOTIVE SYSTEMS GROUP, LLC DANA DRIVESHAFT PRODUCTS, LLC DANA DRIVESHAFT MANUFACTURING, LLC DANA LIGHT AXLE PRODUCTS, LLC DANA LIGHT AXLE MANUFACTURING, LLC DANA SEALING PRODUCTS, LLC DANA SEALING MANUFACTURING, LLC DANA STRUCTURAL PRODUCTS, LLC DANA STRUCTURAL MANUFACTURING, LLC DANA THERMAL PRODUCTS, LLC DANA HEAVY VEHICLE SYSTEMS GROUP, LLC DANA COMMERCIAL VEHICLE PRODUCTS, LLC DANA COMMERCIAL VEHICLE MANUFACTURING, LLC XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESHEAVY AXLE & BRAKE, INC. COMPANY By: By: __________________________ TitleDANA OFF HIGHWAY PRODUCTS, LLC DANA WORLD TRADE CORPORATION XXXX AUTOMOTIVE AFTERMARKET, INC. DANA GLOBAL PRODUCTS, INC. DANA EMPLOYMENT, INC. DANA RUSSIA HOLDINGS, INC. [Pari Passu Secured Party Consent] XXXXXX MANUFACTURING LLC DANA FINANCIAL SERVICES US CORP. FAIRFIELD MANUFACTURING COMPANY, INC., as Grantors By Name: Title: __________________________ Schedule A May 1[Pari Passu Secured Party Consent] 33 ANNEX II [Form of] Joinder Agreement [FORM OF] JOINDER AGREEMENT NO. [ ] dated as of [ ], 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited 20[ ] (this “Joinder Agreement”) to the following items: - Microfiche/microfilm production - Magnetic media tapes PARI PASSU INTERCREDITOR AGREEMENT, dated as of April 16, 2020 (as amended, restated, amended and freight - Printing costsrestated, including certificatesextended, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through supplemented or otherwise modified from time to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In additiontime, the Transfer Agent will promptly reimburse “Intercreditor Agreement”), Citibank, N.A., as collateral agent for the Sub-Transfer Agent for any other unscheduled expenses incurred by Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the Sub-Transfer Agent whenever the Transfer “Credit Agreement Collateral Agent”), Citibank, N.A., as Administrative Agent and Authorized Representative for the Sub-Transfer Credit Agreement Secured Parties, Citibank, N.A., as collateral agent for the Bridge Facility Secured Parties (in such capacity and together with its successors in such capacity, the “Bridge Facility Collateral Agent”) and solely in its capacity as Bridge Facility Collateral Agent mutually agree that such expenses are not otherwise properly borne by (the Sub-Transfer “Initial Additional Collateral Agent”), Citibank, N.A., as Administrative Agent as part of its duties and obligations under Authorized Representative for the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docBridge Facility Secured Parties and each additional Authorized Representative from time to time party thereto.

IN WITNESS HEREOF. the parties hereto have executed and delivered caused this Agreement to be duly executed as of the date day and the year first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESBORROWER: MICRON TECHNOLOGY, INC. COMPANY By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Treasurer [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: __________________________ /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] HSBC BANK USA, NATIONAL ASSOCIATION, as Issuing Bank and a Lender By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: __________________________ Schedule A May 1Managing Director BNP PARIBAS, 2000 as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Sustainability Structuring Agent, a Lender and Issuing Bank By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] DBS Bank Ltd., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director Industrial and Commercial Bank of China Ltd., New York Branch, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Executive Director Mizuho Bank, Ltd, as a Lender and as an Issuing Bank By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive Director MUFG Bank, Ltd. as a Lender and as an Issuing Bank By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Director [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender and as Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Australia and New Zealand Banking Group Limited, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Associate Director Bank of America, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President The Bank of Nova Scotia, as a Lender By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Executed in New York [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Credit Suisse AG, New York Branch, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX SACHS BANK USA, as a Lender By: /s/ Xxxxx Xxxxxx Aggressive Growth Fund Inc. Name: Xxxxx Xxxxxx Appreciation Fund Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Executive Director [Signature Page to Micron Technology, Inc. Revolving Credit Agreement] XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Oversea-Chinese Banking Corporation Limited, Los Angeles Agency, as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: General Manager Royal Bank of Canada, as a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory The Toronto-Dominion Bank, New York Branch, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory U.S. Bank National Association, as a Lender By: /s/ Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxxxx Name: Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance FeesXxxxxxx Title: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docVice President

IN WITNESS HEREOF. the parties hereto Parties have caused this Amendment No. 1 to be duly executed and delivered this Agreement as of the date day and year first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER XL CAPITAL LTD By: /s/ Fiona Luck Name: Fiona Luck Title: Executive Vice President and Chief of Staff [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL INSURANCE (BERMUDA) LTD By: /s/ Fiona Luck Name: Fiona Luck Title: Director [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL REINSURANCE AMERICA INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. GLOBAL SERVICES, INC. COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL SERVICES (BERMUDA) LTD By: __________________________ Fiona Luck Name: /s/ Fiona Luck Title: Deputy Chairman [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. AMERICA, INC. By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: __________________________ Schedule A May 1Senior Vice President, 2000 General Counsel and Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SECURITY CAPITAL ASSURANCE LTD By: /s/ Xxxxxx Xx Xxxxx Name: Xxxxxx Aggressive Growth Fund Xx Xxxxx Title: EVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL FINANCIAL ASSURANCE LTD. By: /s/ Xxx Cume Name: Xxx Cume Title: SVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL CAPITAL ASSURANCE INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP & General Counsel [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL FINANCIAL ADMINISTRATIVE SERVICES INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director & Secretary [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SCA BERMUDA ADMINISTRATIVE LTD. By: /s/ Xxx Cume Name: Xxx Cume Title: SVP [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL CAPITAL ASSURANCE (U.K.) LIMITED By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Managing Director & Chief Operating Officer [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] [INSERT SIGNATURE PAGES FOR EACH PORTFOLIO TRUST THAT CORRESPONDS TO THE CDS COUNTERPARTIES THAT ARE SIGNATORIES] [AMENDMENT NO. 1 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] EXHIBIT 1.01(e-1) FACULTATIVE MASTER CERTIFICATE COMMUTATION AGREEMENT Exh. 1.01(e-1) COMMUTATION AND RELEASE AGREEMENT This Commutation and Release Agreement (the “Agreement”) dated as of August 5, 2008, is made by and between Syncora Guarantee Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A (formerly known as XL Capital Assurance Inc.), a company domiciled in New York (the “Company”) and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont XL Reinsurance America Inc., a company also domiciled in New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse York (the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement“Reinsurer”). The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent Reinsurer and the Sub-Transfer Agent mutually agree that such expenses Company are not otherwise properly borne by hereinafter referred to collectively as the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc“Parties.”

IN WITNESS HEREOF. the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered this Agreement attested, all as of the date first above written. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY ON BEHALF OF THE GUARANTEEING SUBSIDIARIES LISTED ON SCHEDULE I By: /s/ Xxxxx Xxxx _ Name: Xxxxx Xxxx Title: Chief Financial Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE II By: _________________________/s/ Xxxxx Xxxxxx _ Name: Xxxxx Xxxxxx Title: Vice President ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE III By: /s/ W. Xxxxxxxx Xxxxxx _ Name: W. Xxxxxxxx Xxxxxx Title: _________________________Corporate Secretary and Chief Legal Officer ON BEHALF OF THE EXISTING GUARANTORS LISTED ON SCHEDULE IV By: /s/ Xxxx Xxxxxxxx _ Schedule A May Name: Xxxx Xxxxxxxx Title: Vice President ON BEHALF OF CALPINE CORPORATION AND THE EXISTING GUARANTORS LISTED ON SCHEDULE V By: /s/ Xxxxx Xxxx _ Name: Xxxxx Xxxx Title: Chief Financial Officer WILMINGTON TRUST COMPANY, as Trustee By: /s/ Xxxxxx Xxxxx _ Authorized Signatory SCHEDULE I Name of Guarantor Calpine Energy Services GP, LLC Calpine Energy Services LP, LLC SCHEDULE II Name of Guarantor Calpine Construction Management Company, Inc. Calpine Mid-Atlantic Operating, LLC Calpine Operating Services Company, Inc. Calpine Power Services, Inc. Xxxxxxxxx Turbine Systems America, Inc. SCHEDULE III Name of Guarantor Anacapa Land Company, LLC Xxxxxxxx Springs Energy Company Auburndale Peaker Energy Center, LLC Aviation Funding Corp. Baytown Energy Center, LLC Bellingham Cogen, Inc. CalGen Expansion Company, LLC CalGen Finance Corp. CalGen Project Equipment Finance Company Three, LLC Calpine Administrative Services Company, Inc. Calpine Auburndale Holdings, LLC Calpine c*Power, Inc. Calpine CalGen Holdings, Inc. Calpine California Holdings, Inc. Calpine Calistoga Holdings, LLC Calpine CCFC Holdings, Inc. Calpine Central Texas GP, Inc. Calpine Central, Inc. Calpine Central-Texas, Inc. Calpine Cogeneration Corporation Calpine Eastern Corporation Calpine Edinburg, Inc. Calpine Energy Services, L.P. Calpine Fuels Corporation Calpine Generating Company, LLC Calpine Geysers Company, L.P. Calpine Gilroy 1, 2000 Inc. Calpine Gilroy 2, Inc. Calpine Global Services Company, Inc. Calpine Xxxxxxx Energy Center, L.P. Name of Guarantor Calpine Xxxxxxx Holdings, Inc. Calpine Xxxxxxx, Inc. Calpine Jupiter, LLC Calpine Xxxxxxx Operators, Inc. Calpine KIA, Inc. Calpine King City, Inc. Calpine King City, LLC Calpine Leasing Inc. Calpine Long Island, Inc. Calpine Magic Valley Pipeline, Inc. Calpine MVP, Inc. Calpine Newark, LLC Calpine Northbrook Holdings Corporation Calpine Northbrook Investors, LLC Calpine Northbrook Project Holdings, LLC Calpine Xxxxx Power, LLC Calpine Operations Management Company, Inc. Calpine Power Company Calpine Power, Inc. Calpine Power Management, LLC Calpine PowerAmerica, LLC Calpine PowerAmerica-CA, LLC Calpine PowerAmerica-ME, LLC Calpine Project Holdings, Inc. Calpine Xxxxx, Inc. Calpine Rumford I, Inc. Calpine Rumford, Inc. Calpine Schuylkill, Inc. Calpine Sonoran Pipeline, LLC Calpine Stony Brook Operators, Inc. Calpine Stony Brook, Inc. Name of Guarantor Calpine Sumas, Inc. Calpine TCCL Holdings, Inc. Calpine Texas Pipeline GP, Inc. Calpine Texas Pipeline LP, Inc. Calpine Texas Pipeline, L.P. Calpine Tiverton I, Inc. Calpine Tiverton, Inc. Calpine University Power, Inc. Xxxxxxxx Energy LLC CES Marketing IX, LLC CES Marketing V, LLC CES Marketing X, LLC Channel Energy Center, LLC Clear Lake Cogeneration Limited Partnership Columbia Energy LLC Corpus Christi Cogeneration, LLC CPN 3rd Turbine, Inc. CPN Acadia, Inc. CPN Cascade, Inc. CPN Clear Lake, Inc. CPN East Fuels, LLC CPN Pipeline Company CPN Xxxxx Funding Corporation CPN Telephone Flat, Inc. Decatur Energy Center, LLC Delta Energy Center, LLC Fontana Energy Center, LLC Freestone Power Generation, LLC GEC Bethpage Inc. Geysers Power Company, LLC Geysers Power I Company Name of Guarantor Hillabee Energy Center, LLC Idlewild Fuel Management Corp. JMC Bethpage, Inc. Los Medanos Energy Center LLC Magic Valley Pipeline, L.P. Mobile Energy LLC Modoc Power, Inc. Xxxxxx Aggressive Growth Fund Energy Center, LLC Northwest Cogeneration, Inc. Xxxxx NTC Five, Inc. Pastoria Energy Center, LLC Pastoria Energy Facility, L.L.C. Pine Bluff Energy, LLC RockGen Energy LLC Rumford Power Associates Limited Partnership Santa Xxxx Energy Center, LLC Stony Brook Cogeneration, Inc. Stony Brook Fuel Management Corp. Xxxxxx Appreciation Fund Dryers, Inc. Xxxxx Xxxxxx Concert Allocation Series Texas City Cogeneration, LLC Texas Cogeneration Five, Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUBTexas Cogeneration One Company Thermal Power Company Tiverton Power Associates Limited Partnership Zion Energy LLC SCHEDULE IV Name of Guarantor Calpine Bethlehem, LLC Calpine Mid-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont Atlantic Energy, LLC Calpine Mid-Atlantic Generation, LLC Calpine Mid-Atlantic Marketing, LLC Calpine New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesJersey Generation, includingLLC Calpine Solar, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsLLC Calpine Vineland Solar, including certificatesLLC New Development Holdings, envelopesLLC SCHEDULE V Name of Guarantor Deer Park Energy Center LLC Deer Park Holdings, checks and stationery - Postage (bulkLLC Xxxxxxx Energy Center, pre-sortLLC Xxxxxxx Holdings, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLLC

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 28, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Funds Trust MainStay Income Builder Fund MainStay Balanced Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay Candriam Emerging Markets Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Common Stock Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio Fund MainStay MacKay Convertible Fund MainStay Cxxxxxx MLP Premier Fund MainStay MacKay Emerging Markets Debt Fund MainStay Cxxxxxx Renaissance Advantage Fund MainStay MacKay High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Yield Corporate Bond Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay MacKay Infrastructure Bond Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay MacKay International Equity Fund MainStay Epoch Global Equity Yield Fund MainStay MacKay Tax Free Bond Fund MainStay Epoch International Choice Fund MainStay MacKay Unconstrained Bond Fund MainStay Epoch U.S. All Cap Fund MainStay MAP Equity Fund MainStay Epoch U.S. Equity Yield Fund MainStay Money Market Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay VP Funds Trust MainStay Indexed Bond Fund MainStay VX XxxXxx Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: MainStay MacKay California Tax Free Opportunities Fund MainStay VX XxxXxx Convertible Portfolio – Service 2 Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 122, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust MainStay VP Floating Rate Portfolio – Initial Class MainStay VP Floating Rate Portfolio – Service Class MainStay XX XxxXxx Convertible Portfolio – Service Class MainStay XX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: November 15, 2000 Xxxxx Xxxxxx Aggressive 2017 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Emerging Markets Debt Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Xxxxxxx Renaissance Advantage Fund MainStay Xxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Emerging Markets Equity Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New York Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund 3 MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A Effective Date: May 18, 2000 Xxxxx Xxxxxx Aggressive 2017 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Emerging Markets Debt Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi-Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Emerging Markets Equity Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New York Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docMainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: November 30, 2000 Xxxxx Xxxxxx Aggressive 2018 (unless otherwise indicated) The MainStay Funds MainStay Funds Trust MainStay Income Builder Fund MainStay Balanced Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay Candriam Emerging Markets Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Common Stock Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay MacKay Convertible Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx MLP Premier Fund MainStay MacKay Emerging Markets Debt Fund MainStay Cxxxxxx Renaissance Advantage Fund MainStay MacKay Government Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay MacKay High Yield Corporate Bond Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE MainStay MacKay International Equity Fund MainStay Epoch Global Choice Fund MainStay MacKay Tax Free Bond Fund MainStay Epoch Global Equity Yield Fund MainStay MacKay Unconstrained Bond Fund MainStay Epoch International Choice Fund MainStay MAP Equity Fund MainStay Epoch U.S. All Cap Fund MainStay Money Market Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay VP Funds Trust MainStay Growth Allocation Fund MainStay VX XxxXxx Convertible Portfolio – Service Class A and B shares Base Maintenance Fees: MainStay Indexed Bond Fund MainStay VX XxxXxx Convertible Portfolio – Service 2 Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: THE MAINSTAY FUNDS By: ___________________________ Name: Jxxx X. Xxxxxxxxxx Title: TitleTreasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: ___________________________ Schedule Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: ___________________________ Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: ___________________________ Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A May 1Effective Date: June 30, 2000 Xxxxx Xxxxxx Aggressive 2016 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Global High Income Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree (formerly known as MainStay Cxxxxxx Royalty Energy Income Fund) MainStay Emerging Markets Opportunities Fund MainStay Epoch Global Choice Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund (formerly known as MainStay U.S. Small Cap Fund) MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay High Yield Opportunities Fund MainStay ICAP Equity Fund MainStay ICAP International Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: November 30, 2000 Xxxxx Xxxxxx Aggressive 2018 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay Government Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 1, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust MainStay VP Floating Rate Portfolio – Initial Class MainStay VP Floating Rate Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A May 1Effective Date: June 30, 2000 Xxxxx Xxxxxx Aggressive 2016 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Global High Income Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree (formerly known as MainStay Cxxxxxx Royalty Energy Income Fund) MainStay Emerging Markets Opportunities Fund MainStay Epoch Global Choice Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund (formerly known as MainStay U.S. Small Cap Fund) MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay High Yield Opportunities Fund MainStay ICAP Equity Fund MainStay ICAP International Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have undersigned has executed and delivered this Agreement as and affixed its corporate seal, pursuant to authority of the date first above writtenits governing body. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on This the day of , . (Bonding / Insurance Company) By: (Signature of Authorized Bonding Agent/PoA) (Title of Authorized Bonding Agent/PoA) ATTEST: (Witness Signature) Surety Bond Application AGENCY NAME: AGENCY CONTACT: AGENCY PHONE: AGENCY FAX: AGENCY EMAIL: AGENCY ADDRESS: City: State: Zip: CURRENT OR EXPIRING QUOTE WE ARE LOOKING TO BEAT? NAME OF PREVIOUS SURETY COMPANY WRITING THE BOND? SECTION I: BOND APPLIED FOR Type of Bond: Effective Date: Expiration Date: Type of Company CORP LLC DBA PARTNERSHIP Bond Amount: (Obligee): Obligee Address SECTION II: GENERAL INFORMATION Applicant’s Name: Spouse Name: SS#: Spouse SS#: Home Phone: ( ) Residence Address: City: State: Zip: Business Name: Business Phone: ( ) Business Fax: ( ) E-mail: Business Address: City: State: Zip: Date Business BEGAN under present Individual or prior to mailing as agreed with the SubFirm Name: BUSINESS TAX ID: HAS ANY COMPANY REFUSED TO ISSUE BONDS FOR ANY PURPOSE? YES NO DO YOU HAVE ANY LIENS, CLAIMS OR JUDGMENTS AGAINST YOU? YES NO HAS APPLICANT EVER FAILED IN BUSINESS? YES NO HAS APPLICANT EVER FILED BANKRUPTCY? YES NO IF YES TO ANY, PLEASE EXPLAIN ON A SEPERATE SHEET OF PAPER SAMPLE SECTION III: ADDITIONAL OWNERS OR PARTNERS AS REQUIRED XXXXXXX.XXX NAME: SPOUSE NAME: SS#: SPOUSE SS#: PHONE: HOME ADDRESS: City: State: Zip: PERSONAL FINANCIALS (IF MORE THAN ONE OWNER, EACH HAS TO FILL OUT THIS APPLICATION) STATEMENT OF ASSETS AND LIABILITIES AS OF ASSETS LIABILITIES CASH IN BANK NOTES PAYABLE TO BANKS CASH ON HAND NOTES TO OTHERS (excl. of equipment) STOCKS AND BONDS ACCOUNTS PAYABLE ACCOUNTS RECEIVABLE FEDERAL & STATE INCOME TAX DUE NOTES RECEIVABLE ALL OTHER TAXES INVENTORY ACCRUALS, PAYROLLS, ETC. CASH VALUE LIFE INSURANCE EQUIPMENT DUE ON EQUIPMENT REAL ESTATE DUE ON REAL ESTATE OTHER ASSETS OTHER LIABILITIES CAPITAL STOCK (if a corporation) SURPLUS AND UNDIVIDED PROFITS TOTAL ASSETS TOTAL LIABILITIES NET WORTH Name of Owners Name and Title of Officers % OWNERSHIP IN COMPANY COMPLETION OF THIS FORM CONSTITUTES PERMISSION FOR WORLDWIDE INSURANCE SPECIALISTS INC. TO OBTAIN CONSUMER INFORMATION WHICH WILL BE USED TO DETERMINE BONDING ELIGIBILITY. THIS INFORMATION WILL BE HELD IN THE STRICTEST CONFIDENCE NO PREMIUM FINANCING WILL BE ACCEPTED AS PREMIUM IS EARNED IN FULL. Worldwide Insurance Specialists, Inc Toll Free: (000) 000-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub0000 0000 X. Xxxxxxxx XXX Local (000) 000-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc0000

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A May 1Effective Date: March 13, 2000 Xxxxx Xxxxxx Aggressive 2017 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Emerging Markets Debt Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Equity Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Emerging Markets Equity Fund MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay ICAP Equity Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund 3 MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Trust MainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: By: _________/s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: TitleTreasurer and Principal Financial Accounting Officer MAINSTAY FUNDS TRUST By: _________/s/ Jxxx X. Benintende_________________ Schedule Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 26, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation Name change effective February 28, 2020 (formerly MainStay Large Cap Growth Fund) MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto Parties have caused this Amendment No. 2 to be duly executed and delivered this Agreement as of the date day and year first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER XL CAPITAL LTD By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Xxxxx Title: EVP & CFO [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL SERVICES (BERMUDA) LTD By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Xxxxx Title: [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. AMERICA, INC. By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Senior Vice President, General Counsel and Secretary [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] X.L. GLOBAL SERVICES, INC. COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Assistant Secretary [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XL REINSURANCE AMERICA INC. By: __________________________ /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Vice President [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA HOLDINGS LTD (formerly known as Security Capital Assurance Ltd) By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: __________________________ Schedule A May 1SVP [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, 2000 RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA GUARANTEE INC. (formerly known as XL Capital Assurance Inc.) By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP, GC & Sec [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA GUARANTEE INC., as successor by merger to SYNCORA GUARANTEE RE LTD (formerly known as XL Financial Assurance Ltd.) By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP, GC & Secretary [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA GUARANTEE SERVICES INC. (formerly known as XL Financial Administrative Services Inc.) By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: MD & Secretary [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA BERMUDA ADMINISTRATIVE LTD (formerly known as SCA Bermuda Administrative Ltd) By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: SVP [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SYNCORA GUARANTEE (U.K.) LTD (formerly known as XL Capital Assurance (U.K.) Limited) By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Acting CEO & GC [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] FF Trust 1 Portfolio CDS Trust 63 Portfolio CDS Trust 120 Portfolio CDS Trust 195 FF Trust 3 Portfolio CDS Trust 64 Portfolio CDS Trust 121 Portfolio CDS Trust 196 JPY Trust 3 Portfolio CDS Trust 65 Portfolio CDS Trust 122 Portfolio CDS Trust 197 Portfolio CDS Trust 1 Portfolio CDS Trust 66 Portfolio CDS Trust 123 Portfolio CDS Trust 198 Portfolio CDS Trust 2 Portfolio CDS Trust 67 Portfolio CDS Trust 124 Portfolio CDS Trust 199 Portfolio CDS Trust 3 Portfolio CDS Trust 68 Portfolio CDS Trust 128 Portfolio CDS Trust 208 Portfolio CDS Trust 4 Portfolio CDS Trust 70 Portfolio CDS Trust 130 Portfolio CDS Trust 209 Portfolio CDS Trust 6 Portfolio CDS Trust 71 Portfolio CDS Trust 132 Portfolio CDS Trust 210 Portfolio CDS Trust 7 Portfolio CDS Trust 72 Portfolio CDS Trust 133 Portfolio CDS Trust 211 Portfolio CDS Trust 8 Portfolio CDS Trust 73 Portfolio CDS Trust 135 Portfolio CDS Trust 212 Portfolio CDS Trust 10 Portfolio CDS Trust 74 Portfolio CDS Trust 136 Portfolio CDS Trust 213 Portfolio CDS Trust 11 Portfolio CDS Trust 75 Portfolio CDS Trust 139 Portfolio CDS Trust 214 Portfolio CDS Trust 12 Portfolio CDS Trust 76 Portfolio CDS Trust 141 Portfolio CDS Trust 215 Portfolio CDS Trust 13 Portfolio CDS Trust 77 Portfolio CDS Trust 142 Portfolio CDS Trust 216 Portfolio CDS Trust 15 Portfolio CDS Trust 78 Portfolio CDS Trust 144 Portfolio CDS Trust 219 Portfolio CDS Trust 16 Portfolio CDS Trust 80 Portfolio CDS Trust 145 Portfolio CDS Trust 222 Portfolio CDS Trust 17 Portfolio CDS Trust 81 Portfolio CDS Trust 146 Portfolio CDS Trust 224 Portfolio CDS Trust 18 Portfolio CDS Trust 82 Portfolio CDS Trust 147 Portfolio CDS Trust 229 Portfolio CDS Trust 22 Portfolio CDS Trust 83 Portfolio CDS Trust 150 Portfolio CDS Trust 230 Portfolio CDS Trust 24 Portfolio CDS Trust 84 Portfolio CDS Trust 151 Portfolio CDS Trust 231 Portfolio CDS Trust 25 Portfolio CDS Trust 86 Portfolio CDS Trust 154 Portfolio CDS Trust 232 Portfolio CDS Trust 26 Portfolio CDS Trust 88 Portfolio CDS Trust 155 Portfolio CDS Trust 234 Portfolio CDS Trust 27 Portfolio CDS Trust 89 Portfolio CDS Trust 158 Portfolio CDS Trust 235 Portfolio CDS Trust 28 Portfolio CDS Trust 92 Portfolio CDS Trust 159 Portfolio CDS Trust 236 Portfolio CDS Trust 30 Portfolio CDS Trust 93 Portfolio CDS Trust 160 Portfolio CDS Trust 237 Portfolio CDS Trust 31 Portfolio CDS Trust 94 Portfolio CDS Trust 161 Portfolio CDS Trust 238 Portfolio CDS Trust 32 Portfolio CDS Trust 96 Portfolio CDS Trust 162 Portfolio CDS Trust 239 Portfolio CDS Trust 33 Portfolio CDS Trust 97 Portfolio CDS Trust 166 Portfolio CDS Trust 240 Portfolio CDS Trust 34 Portfolio CDS Trust 99 Portfolio CDS Trust 167 Portfolio CDS Trust 241 Portfolio CDS Trust 35 Portfolio CDS Trust 100 Portfolio CDS Trust 168 Portfolio CDS Trust 242 Portfolio CDS Trust 36 Portfolio CDS Trust 101 Portfolio CDS Trust 171 Portfolio CDS Trust 243 Portfolio CDS Trust 40 Portfolio CDS Trust 103 Portfolio CDS Trust 174 Portfolio CDS Trust 244 Portfolio CDS Trust 41 Portfolio CDS Trust 104 Portfolio CDS Trust 175 Portfolio CDS Trust 248 Portfolio CDS Trust 42 Portfolio CDS Trust 105 Portfolio CDS Trust 178 Portfolio CDS Trust 249 Portfolio CDS Trust 43 Portfolio CDS Trust 106 Portfolio CDS Trust 179 Portfolio CDS Trust 250 Portfolio CDS Trust 49 Portfolio CDS Trust 107 Portfolio CDS Trust 180 Portfolio CDS Trust 251 Portfolio CDS Trust 50 Portfolio CDS Trust 108 Portfolio CDS Trust 181 Portfolio CDS Trust 252 Portfolio CDS Trust 51 Portfolio CDS Trust 110 Portfolio CDS Trust 182 Portfolio CDS Trust 253 Portfolio CDS Trust 54 Portfolio CDS Trust 111 Portfolio CDS Trust 187 Portfolio CDS Trust 24A Portfolio CDS Trust 55 Portfolio CDS Trust 112 Portfolio CDS Trust 188 Portfolio CDS Trust 25A Portfolio CDS Trust 56 Portfolio CDS Trust 113 Portfolio CDS Trust 189 Portfolio CDS Trust 29A Portfolio CDS Trust 57 Portfolio CDS Trust 114 Portfolio CDS Trust 190 Portfolio CDS Trust 29B Portfolio CDS Trust 58 Portfolio CDS Trust 115 Portfolio CDS Trust 191 Portfolio CDS Trust 4A Portfolio CDS Trust 59 Portfolio CDS Trust 116 Portfolio CDS Trust 192 Portfolio CDS Trust 60 Portfolio CDS Trust 118 Portfolio CDS Trust 193 Portfolio CDS Trust 62 Portfolio CDS Trust 119 Portfolio CDS Trust 194 By: SYNCORA ADMIN LLC (formerly known as XLCA Admin, LLC) acting through Syncora Admin LLC (formerly known as XLCA Admin, LLC), as Trustee By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director & Secretary [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By: /s/ Xxxxx Xxxxxxxx Name: X. Xxxxxxxx Title: Director [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxxx III Name: Xxxx X. Xxxxxxx III Title: Senior Vice President [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] BARCLAYS BANK PLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] CALYON By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxx-Xxxxxxx van Essche Name: Xxxx-Xxxxxxx van Essche Title: Managing Director [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Xxxxx XxXxxxxxx Name: X. X. XxXxxxxxx Title: Executive Vice-President [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] DEXIA BANK BELGIUM SA By: /s/ Bernhard Ardaen Name: Bernhard Ardaen Title: Proxyholder By: /s/ Xxxxx Xxxxxx Aggressive Growth Fund Inc. Name: Xxxxx Xxxxxx Appreciation Fund Inc. Title: Head of Dealing Room [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] DRESDNER BANK AG, LONDON BRANCH By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorised Signatory By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Authorised Signatory [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] HYPO PUBLIC FINANCE BANK By: /s/ Xxx Xxxxx /s/ Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxxx Name: Xxx Xxxxx Name: Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxxx Title: Authorized Signatories [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] XXXXXX BROTHERS SPECIAL FINANCING INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Director [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] NATIXIS By: /s/ Xxxxxx Fundamental Value Fund Inc. Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] NOMURA INTERNATIONAL PLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Head Transaction Legal [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] THE ROYAL BANK OF SCOTLAND PLC By: Greenwich Capital Markets, Inc., its agent By: /s/ Xxxxx-Xxxxxx Income Funds Elhied Name: Xxxxx-Xxxxxx Elhied Title: SVP [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] UBS AG, LONDON BRANCH By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Attorney-in-Fact By: /s/ Xxxxxx Diversified Strategic Income Fund X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Attorney in Fact [AMENDMENT NO. 2 TO THE MASTER COMMUTATION, RELEASE AND RESTRUCTURING AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance FeesX. Xxxxxxxx Name: Class AXxxxx X. Xxxxxxxx Title: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docManaging Director

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A May 1Effective Date: February 28, 2000 Xxxxx Xxxxxx Aggressive 2019 (unless otherwise indicated) The MainStay Funds MainStay Income Builder Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MacKay Common Stock Fund Inc. Xxxxx Xxxxxx Concert MainStay MacKay Convertible Fund MainStay MacKay Emerging Markets Debt Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay VP Funds Trust MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Indexed Bond Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Emerging Markets Equity Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto have executed and delivered hereby execute this Agreement as of at the date first above writtenmentioned. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESDIAQUEM INC., INC. COMPANY Byas Bridge Lender Per: By: __________________________ Title(Signed) Authorized Signatory Name: Title: __________________________ Schedule Per: Name: Title: Redacted – personal information OSISKO GOLD ROYALTIES LTD, as Bridge Lender Per: (Signed) Authorized Signatory Name: Title: Per: (Signed) Authorized Signatory Name: Title: Redacted – personal information TRIPLE FLAG MINING FINANCE BERMUDA LTD., as Bridge Lender Per: (Signed) Authorized Signatory Name: Title: Per: Name: Title: Redacted – personal information ALBION EXPLORATION FUND, LLC, as Bridge Lender, BY ALBION RIVER LLC, as Manager Per: (Signed) Authorized Signatory Name: Title: Per: Name: Title: Redacted – personal information WASHINGTON STATE INVESTMENT BOARD, as Bridge Lender Per: (Signed) Authorized Signatory Name: Title: Per: Name: Title: Redacted – personal information STORNOWAY DIAMONDS (CANADA) INC. / LES DIAMANTS STORNOWAY (CANADA) INC., as Borrower By: (Signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx President and CEO ASHTON MINING OF CANADA INC./LES MINES ASHTON DU CANADA INC., as Borrower By: (Signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx President and CEO STORNOWAY DIAMOND CORPORATION, as Borrower By: (Signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx President and CEO FCDC SALES AND MARKETING INC./ VENTES ET MARKETING FCDC INC., as Borrower By: (Signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx President and CEO COMPUTERSHARE TRUST COMPANY OF CANADA, as Stream Agent (as such term is defined in the Common Terms and Intercreditor Agreement) By: Signed (Xxxxxxxx Xxxxxxxx Cadoche) Name: Xxxxxxxx Xxxxxxxx Cadoche Title: Gestionnaire fiduciaire Corporate Trust Officer By: Signed (Xxxxxxxx Xxxxxx) Name: Xxxxxxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer COMPUTERSHARE TRUST COMPANY OF CANADA, as SSL/Xxxxxx Security Trustee (as such term is defined in the Common Terms and Intercreditor Agreement) By: Signed (Xxxxxxxx Xxxxxxxx Cadoche) Name: Xxxxxxxx Xxxxxxxx Cadoche Title: Gestionnaire fiduciaire Corporate Trust Officer By: Signed (Xxxxxxxx Xxxxxx) Name: Xxxxxxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer COMPUTERSHARE TRUST COMPANY OF CANADA, as Stream Security Trustee (as such term is defined in the Common Terms and Intercreditor Agreement) By: Signed (Xxxxxxxx Xxxxxxxx Cadoche) Name: Xxxxxxxx Xxxxxxxx Cadoche Title: Gestionnaire fiduciaire Corporate Trust Officer By: Signed (Xxxxxxxx Xxxxxx) Name: Xxxxxxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer SCHEDULE A May 1See attached. CONSENTEMENT ET INTERVENTION À : VENTES ET MARKETING FCDC INC. LES DIAMANTS STORNOWAY (CANADA) INC. SOCIÉTÉ DE DIAMANT STORNOWAY LES MINES ASHTON DU CANADA INC. (collectivement, 2000 Xxxxx les « Débiteurs ») ET À : SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, en sa capacité de Stream Agent (le « Mandataire des Acheteurs ») ET À : SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, en sa capacité de SSL/Xxxxxx Aggressive Growth Fund Inc. Xxxxx Security Trustee (le « Mandataire des sûretés SSL/Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees») ET À : Class ASOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, en sa capacité de Stream Security Trustee (le « Mandataire des sûretés des Acheteurs ») ET À : $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: NDIAQUEM INC. OSISKO GOLD ROYALTIES LTD TRIPLE FLAG MINING FINANCE BERMUDA LTD. ALBION EXPLORATION FUND, LLC WASHINGTON STATE INVESTMENT BOARD (collectivement, les « Prêteurs relais ») ATTENDU QUE les Débiteurs, les Prêteurs relais, le Mandataire des Acheteurs, le Mandataire des sûretés SSL/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesXxxxxx. et le Mandataires des sûretés des Acheteurs (collectivement, includingles « Parties ») ont convenu de signer une convention d’amendements à la convention de prêt relais (Bridge Financing Agreement) en date des présentes (la « Convention d’Amendements »); ATTENDU QUE les Débiteurs se sont engagés à préparer la version française de la Convention d’Amendements (la « Version française ») et à la remettre aux Parties au plus tard 30 jours suivant la signature version anglaise de la Convention d’Amendements (la « Version anglaise »), but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costsle tout tel que décrit plus en détail à l’article 8 de la Convention d’Amendements; et ATTENDU QUE le soussigné et les Parties signeront la Version française dès qu’elle sera disponible. PAR CONSÉQUENT, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docle soussigné convient de ce qui suit :

IN WITNESS HEREOF. the parties hereto Parties have executed and delivered signed this Exclusive Equity Option Agreement as of the date and in the place first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY Yansheng He By: /s/ Yansheng He Yinxia Liu By: __________________________ /s/ Yinxia Liu Fenghuang On-line (Beijing) Information Technology Co., Ltd. (seal) By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Authorized Representative Yifeng Lianhe (Beijing) Technology Co., Ltd. By: /s/Xxxx Xxxx Name: Xxxx Xxxx Title: __________________________ Schedule A May Authorized Representative EXHIBIT 1: Background Information of Yifeng Lianhe Name: Yifeng Lianhe (Beijing) Technology Co., 2000 Ltd. Registered Address: Floor 5 Information Building, Xx. 00 Xxxxxxxxxxxx Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Registered Capital: RMB10 Million Legal Representative: Yansheng He Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance FeesStructure: Class AExisting Shareholder Name Amount of Registered Capital Owned Percentage of Capital Contribution Yansheng He RMB5.1 Million 51 % Yinxia Liu RMB4.9 Million 49 % Total RMB10 Million 100 % Fiscal Year: $0.92 per account per month Class Bfrom January 1 to December 31 of each calendar year EXHIBIT 2: $1.04 per account per mont New Account FeesForm of Exercise Notice To: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited [Name of Existing Shareholder] Reference is hereby made to the following items: - Microfiche/microfilm production - Magnetic media tapes Exclusive Equity Option Agreement dated December 31, 2009 by and freight - Printing costsamong Fenghuang On-line (Beijing) Information Technology Co., including certificatesLtd. (the “Company”), envelopesyou, checks and stationery - Postage Yifeng Lianhe (bulkBeijing) Technology Co., pre-sortLtd. (“Yifeng Lianhe”), ZIP+4pursuant to which it is agreed that, barcoding, first class) direct pass through subject to the Transfer Agent - Due diligence mailings - Telephone PRC Law and telecommunication costsat the request of the Company, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and you shall transfer the equity interests you hold or your company holds in Yifeng Lianhe to the Company or any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred appointed by the Sub-Transfer Agent Company. Therefore, the Company hereby informs you as follows: The Company hereby requests to exercise the Equity Options under the Exclusive Equity Option Agreement and it/[name of company/individual] appointed by the Company shall accept % of the equity interests which you hold in performing its duties and responsibilities under this AgreementYifeng Lianhe (the “Subject Equity”). The Transfer Agent agrees that postage and mailing expenses will be paid on Please transfer immediately all the day Subject Equity to the Company/[name of or prior to mailing as agreed company/individual] appointed by the Company in accordance with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Exclusive Equity Option Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc.

IN WITNESS HEREOF. the parties hereto have executed and delivered this Agreement Amendment effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE HARTFORD LIFE INSURANCE COMPANY GOLDMAN SACHS TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY By: Xaxxx Xavey Xy: /s/ James A. McNamara ------------------------------- ------------------------------- Name: James Davey Xame: James A. McNamara Title: Xxxx Xxxxxxxxx Title: Vice President Date: 8-4-03 Date: July 28, 2003 GOLDMAN, SACHS & CO. By: __________________________ /s/ James A. McNamara ------------------------------- Name: James A. McNamara Title: TitleManaging Director Date: __________________________ Schedule July 28, 2003 SCHEDULE A May 1SEPARATE ACCOUNTS Each Separate Account established by resolution of the Board of Directors of the Company under the insurance laws of the State of Connecticut to set aside and invest assets attributable to the Contracts. Currently, 2000 those Separate Accounts are as follows: 401 MARKET K, K1, K2, K3, K4 TK, TK1, TK2, TK3, TK4 VK, VK1, VK2, VK3, VK4 UK, UK1, UK2, UK3, UK4 403 XXX/XX 000 XXXXXXS DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, UFC, Eleven PORTFOLIOS Goldman Sachs Capital Gxxxxx Xoxxxxx Sachs CORE Smalx Xxx Xquity Goldman Sachs Internatixxxx Xxuxxx Xoldman Sachs Global Inxxxx Xxldman Sachs Governmenx Xxxxxe Xxxxman Sachs Mid Cap Vxxxx Xxldman Sachs Small Cap Xxxxx Gxxxxxn Sachs CORE US Exxxxx Xoldman Sachs Balanced Xxxxxxx Xxxxx Growth & Xxxxxx Aggressive Goldman Sachs Growth Opxxxxxxxtxxx Xoldman Sachs Core Fixex Xxxxxe Goldman Sachs Strategic Xxxxxx * Class A Shares SCHEDULE B In consideration of the services provided by the Company, Goldman, Sachs & Co. agxxxx xx pay the Company an amount equal to the following basis points per annum on the average aggregate amount invested by the Company's Separate Account(s) in each Portfolio under the Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B Participation Agreement, such amounts to be paid within 30 days of the end of each calendar quarter. PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE ---------------------------------------------------------------------------------------------------------- Goldman Sachs Capital Gxxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A and B shares Base Maintenance Fees: Shares which are beneficially owned by Company's customers during such period. Goldman Sachs CORE Smalx Xxx Xquity 0.15% of the average daily net asset value of 0.05%* non-money market Class A: $0.92 per account per month A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Internatixxxx Xxuxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Global Inxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A Purchase Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Governmenx Xxxxxe 0.15% of the average daily net asset value of 0.05%* non-money market Class A SWP Transaction Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Mid Cap Vxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A Redemption Transaction Fee: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Small Cap Xxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A Account Closed Redemption Fees: N/Shares which are beneficially owned by Company's customers during such period. PORTFOLIO SUB-TRANSFER AGENT FEES ADDITIONAL SERVICE FEE ---------------------------------------------------------------------------------------------------------- Goldman Sachs CORE US Exxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A Dividend Transactions Fee: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Balanced 0.15% of the average daily net asset value of 0.05%* non-money market Class A Maintenance Fees: N/Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth & Xxxxxx 0.15% of the average daily net asset value of 0.05%* non-money market Class A Schedule C OUTShares which are beneficially owned by Company's customers during such period. Goldman Sachs Growth Opxxxxxxxtxxx 0.15% of the average daily net asset value of 0.05%* non-OFmoney market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Core Fixex Xxxxxe 0.15% of the average daily net asset value of 0.05%* non-POCKET EXPENSES The Transfer Agent shall reimburse money market Class A Shares which are beneficially owned by Company's customers during such period. Goldman Sachs Strategic Xxxxxx 0.15% of the Subaverage daily net asset value of 0.05%* non-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with money market Class A Shares which are beneficially owned by Company's customers during such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit period. ------------ * A portion of these fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will may be paid on by Goldman, Sachs & Co.'s xxxxxxxent advisory revenue. THIRD AMENDMENT TO RETAIL FUND PARTICIPATION AGREEMENT Between GOLDMAN SACHS TRUST And GOLDMAN, SACHS & CO. And HARTFORD LIFE INSURANCE COMPANY THIS AMENDMENT is made and entered into as of the 1st day of or prior to mailing as agreed with the Sub-Transfer Agent. In additionNovember, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent 2004 between HARTFORD LIFE INSURANCE COMPANY ("Company"), and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations GOLDMAN SACHS TRUST, a xxxxxxxexx xxvestment company organized under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doclaws of Delaware, and GOLDMAN, SACHS & CO., a Xxx Xxrk limited partnership.

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY FUNDS TRUST By: __________________________ Name: Xxxx X. Xxxxxxx Title: President and Principal Executive Officer MAINSTAY VP FUNDS TRUST By: Name: Xxxx X. Xxxxxxx Title: __________________________ Schedule President and Principal Executive Officer NYLIM SERVICE COMPANY LLC By: Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A May Effective Date: July 1, 2000 Xxxxx Xxxxxx Aggressive 2024 (unless otherwise indicated) The MainStay FundsMainStay Candriam Emerging Markets Debt FundMainStay Income Builder FundMainStay MacKay Convertible FundMainStay MacKay High Yield Corporate Bond FundMainStay MacKay Strategic Bond Fund MainStay MacKay Tax Free Bond FundMainStay MacKay U.S. Infrastructure Bond Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay WMC Enduring Capital Fund Inc. Xxxxx Xxxxxx Concert MainStay WMC Value FundMainStay VP Funds Trustall currently available VP Portfolios MainStay Funds Trust MainStay Balanced Fund MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Fund MainStay Conservative Portfolio ETF Allocation Fund MainStay Xxxxxxx MLP Premier Fund MainStay Epoch Capital Growth Fund MainStay Epoch Global Portfolio Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. Equity Yield Fund MainStay Equity Allocation Fund MainStay Equity ETF Allocation Fund MainStay Fiera XXXX Growth Portfolio Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth ETF Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Yield Municipal Bond Fund Xxxxx Xxxxxx Fundamental Value MainStay MacKay New York Tax Free Opportunities Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay MacKay Short Duration High Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay MacKay Short Term Municipal Fund MainStay MacKay Strategic Municipal Allocation Fund MainStay MacKay Total Return Bond Fund MainStay Moderate Allocation Fund MainStay Moderate ETF Allocation Fund MainStay PineStone Global Equity Fund MainStay PineStone International Equity Fund MainStay PineStone U.S. Equity Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund MainStay WMC Growth Fund Schedule B SUB-MainStay WMC International Research Equity Fund MainStay WMC Small Companies Fund TRANSFER AGENT AGENCY FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expensesSCHEDULE As Amended effective July 1, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage 2024 (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not unless otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docindicated)

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Xxxxxxxxxx Name: Jxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: President SCHEDULE A May 1Effective Date: April 11, 2000 Xxxxx Xxxxxx Aggressive 2016 The MainStay Funds MainStay Common Stock Fund MainStay Convertible Fund MainStay Global High Income Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay MAP Fund Inc. Xxxxx Xxxxxx Concert MainStay Money Market Fund MainStay Tax Free Bond Fund MainStay Unconstrained Bond Fund MainStay Funds Trust MainStay Absolute Return Multi Strategy Fund MainStay Balanced Fund MainStay California Tax Free Opportunities Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Fund MainStay Cornerstone Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Royalty Energy Income Fund Xxxxx Xxxxxx Investment MainStay Emerging Markets Opportunities Fund MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Small Cap Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Epoch U.S. Small Cap Fund (formerly known as MainStay U.S. Small Cap Fund) MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay High Yield Municipal Bond Fund MainStay High Yield Opportunities Fund MainStay ICAP Equity Fund MainStay ICAP International Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay International Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay New York Tax Free Opportunities Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund 3 MainStay Retirement 2050 Fund MainStay Retirement 2060 Fund MainStay S&P 500 Index Fund MainStay Short Duration High Yield Fund MainStay Total Return Bond Fund MainStay Tax Advantaged Short Term Bond Fund MainStay U.S. Equity Opportunities Fund MainStay VP Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docTrust MainStay VP Convertible Portfolio – Service 2 Class

IN WITNESS HEREOF. the parties hereto have executed Parties execute and delivered sign this Letter Agreement as by each of their respective, duly authorised representatives: YUKON RESOURCES CORP. Xxxx XxXxxxxx, President & CEO VIRGINIA MINES INC. Xxxxx Xxxxxxx, President & CEO Xxxxxxx Xxxxxx, V.P. & CFO SCHEDULE “A” Map and List of Claims Constituting the Sagar Property May 2006 SAGAR PROPERTY LIST OF CLAIMS NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute NoClaim SNRC Superficie Rangee Colonne Date Enregistrement Date Expiration Royaute click on map to enlarge SCHEDULE “B” Underlying Agreement to the Sagar Purchase and Sale Option Letter Agreement between Yukon Resources Corporation and Virginia Mines Inc. May 2006 SCHEDULE C ROYALTY AGREEMENT – PRODUCTION/NET SMELTER RETURNS ROYALTY ROYALTY AGREEMENT As of l (the “Effective Date”) AMONG: YUKON RESOURCES CORP. a corporation incorporated under the laws of the date first above writtenProvince of Ontario. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES(hereinafter “YUKON”) AND: VIRGINIA MINES INC., INC. COMPANY By: By: __________________________ Title: Title: __________________________ Schedule A May 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations a corporation existing under the Agreementlaws of Canada. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.doc(hereinafter “VIRGINIA”) WHICH, FOR GOOD AND VALUABLE CONSIDERATION (THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED), HAVE HEREBY AGREED AND DECLARED AS FOLLOWS:

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY FUNDS TRUST By: __________________________ /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial and Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: __________________________ Schedule Treasurer and Principal Financial and Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 1, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Xxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust MainStay VP Floating Rate Portfolio – Initial Class MainStay VP Floating Rate Portfolio – Service Class MainStay XX XxxXxx Convertible Portfolio – Service Class MainStay XX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Xxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Xxxxxxx Renaissance Advantage Fund MainStay Xxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund

IN WITNESS HEREOF. the parties hereto following Parties have caused this Equity Pledge Agreement to be executed and delivered this Agreement as of the date and in the place first above writtenhere abovementioned. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESXxxxxxx Xxxxx (Signature): Xxxx Xxx (Signature): Xingwang Pu (Signature): Xxxxxx Xxxx (Signature): Xxxx Xxxx (Signature): Chengdu XXXX Investment Management Co., INCLtd (Company Chop) Signed by: Name: Position: Authorized Representative Sichuan SHESAYS Cosmetology Hospital Co., Ltd (Company Chop) Signed by: Name: Position: Authorized Representative EQUITY PLEDGE AGREEMENT APPENDIX I FORMAT OF THE POWER OF ATTORNEY I/The company, ____[•]________, hereby entrusts ____[•]________, [with his/her identity card number _______[•]_____,] to be my/the company's authorized trustee to sign on my/the company's behalf all legal documents necessary or desirous for Chengdu XXXX Investment Management Co., Ltd (the “XXXX”) to exercise their rights under the Equity Pledge Agreement between them dated as of April 27, 2010, myself/our company and local cosmetology hospital. COMPANY BySignature: By[•] Date: [•] EQUITY PLEDGE AGREEMENT APPENDIX II ACKNOWLEDGEMENT LETTER [•] (identity card number: ______[•]______________)/[•] limited liability company (registered address: _________[•]___________)(hereinafter, "PARTICIPATED PLEDGOR") and [•] limited liability company (registered address: _________[•]__________________________ Title: Title: __________________________ Schedule A May 1) (hereinafter, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx "PARTICIPATED TARGET COMPANY") hereby agree to participate in Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Pledge Agreement dated on April 27, 2010 between Chengdu XXXX Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A Management Co., Ltd (hereinafter "XXXX"), and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse other relevant parties (hereinafter, "EQUITY PLEDGE AGREEMENT") as an independent contract party. Participated Pledgors and Participated Target Companies pledge the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited equity of the Participated Target Companies which constitute [•]% of the registered capital of the Participated Target Companies to XXXX as the date of the Acknowledgement Letter to secure the following itemscontractual obligations: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred This Acknowledgement Letter once executed by the Sub-Transfer Agent Participated Pledgors and Participated Target Company, Participated Pledgors and Participated Target Companies shall make the same undertakings and warranties with those of Pledgors and Target Companies under the Equity Pledge Agreement, agree to perform the obligations of Pledgors and Target Company stipulated in performing its duties the Equity Pledge Agreement, and responsibilities admit the rights and obligations of Parties under this the Equity Pledge Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day [Name of or prior to mailing as agreed with the Sub-Transfer Agent. In additionParticipated Pledgors] (Company Chop) Signature by: [•] Name: [•] Position: Authorized Representative] EQUITY PLEDGE AGREEMENT [Name of Participated Target Company] (Company Chop) Signature by: [•] Name: [•] Position: Authorized Representative] Chengdu XXXX Investment Management Co., the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docLtd (Company Chop) Signature by: [•] Name: [•]

IN WITNESS HEREOF. each of the parties hereto have undersigned has caused this Surety Bond Guarantee to be duly executed and delivered this Agreement as of the date first above written. ANC RENTAL CORPORATION, for purposes of Section 4.10 only By: /s/ Howard D. Schwartz ------------------------------------- Name: Howard D. Schwartz Title: Xx. Xxxx Xxxxxxxxx & Secretary XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESXXXX-X-XXX (XXXXXX), XXX. XXXXX XXXX-X-XXX XXXXXXMENT, LP By: ARC-GP, Inc., its general partner ANC COLLECTOR CORPORATION ANC FINANCIAL, LP By: ANC Financial GP Corporation, its general partner ARC-GP, INC. COMPANY ARC-TM, INC. LIABILITY MANAGEMENT COMPANIES HOLDING, INC. NATIONAL CAR RENTAL LICENSING, INC. NATIONAL CAR RENTAL SYSTEM, INC. NCR AFFILIATE SERVICER, INC. NCRAS MANAGEMENT, LP By: NCRAS-GP, Inc., its general partner NCRAS-GP, INC. REPUBLIC GUY SALMON PARTNER, INC. REPUBXXX XXXXXXRIES AUTOMOTIVE RENTAL GROUP (BELGIUM) INC. SPIRIT RENT-A-CAR, INC. SRAC MANAGEMENT, LP By: __________________________ SRAC-GP, Inc., its general partner SRAC-GP, INC. SRAC-TM, INC. By: /s/ Leland F. Wilson ------------------------------------- Name: Leland F. Wilson Title: Vixx Xxxxxxxxx & Xreasurer ALAMO RENT-A-CAR, LLC By: /s/ O. Mason Hurst, II ------------------------------------- Name: O. Mason Hurst, II Title: __________________________ Schedule A May 1Vicx Xxxxxxxxx & Xecretary ANC FINANCIAL CORPORATION ANC FINANCIAL PROPERTIES LLC ANC IT COLLECTOR CORPORATION ARC-TM PROPERTIES LLC NCR AFFILIATE SERVICER PROPERTIES, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx Appreciation Fund Inc. Xxxxx Xxxxxx Concert Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance FeesLLC ANC INFORMATION TECHNOLOGY HOLDING, INC. ANC INFORMATION TECHNOLOGY, INC. ANC INFORMATION TECHNOLOGY, L.P. By: Class AANC INFORMATION TECHNOLOGY, INC., its general partner By: $0.92 per account per month Class B/s/ Leland F. Wilson ----------------------------------- Name: $1.04 per account per mont New Account FeesLeland F. Wilson Title: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily Xxxx Xxxxxxxxx & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docTreasurer

IN WITNESS HEREOF. the parties hereto have executed and delivered this Second Amendment to the Participation Agreement effective as of the date first above writtenwritten above. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICESOppenheimerFunds Distributor, INC. COMPANY Inc. ING Life Insurance and Annuity Company By: /s/Xxxx Xxxxxxx By: __________________________ /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: SVP, Distribution Operations Title: __________________________ Vice President Shareholder Services, Inc. ING Financial Advisers, LLC By: /s/Xxxxx Xxxxx By: /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxx Title: President Title: Vice President Schedule A May B LIST OF FUNDS January 1, 2000 Xxxxx Xxxxxx Aggressive Growth Fund Inc. Xxxxx Xxxxxx 2013 LIST OF FUNDS ELIGIBLE TO PARTICIPATE IN PARTICIPATION AGREEMENT Xxxxxxxxxxx Capital Appreciation Fund Xxxxxxxxxxx Capital Income Fund Oppenheimer Cash Reserves Oppenheimer Commodity Strategy Total Return Fund Oppenheimer Core Bond Fund Oppenheimer Corporate Bond Fund Oppenheimer Currency Opportunities Fund Oppenheimer Developing Markets Fund Oppenheimer Discovery Fund Oppenheimer Diversified Alternatives Fund Oppenheimer Emerging Markets Debt Fund Oppenheimer Equity Fund, Inc. Xxxxx Xxxxxx Concert Oppenheimer Equity Income Fund, Inc. Oppenheimer Global Fund Oppenheimer Global Allocation Series Inc. Balanced Portfolio Conservative Portfolio Fund Oppenheimer Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Opportunities Fund Xxxxx Xxxxxx Fundamental Value Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Oppenheimer Global Strategic Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree Oppenheimer Global Value Fund Oppenheimer Gold & Special Minerals Fund Xxxxxxxxxxx International Bond Fund Xxxxxxxxxxx International Diversified Fund Xxxxxxxxxxx International Growth Fund Schedule B SUBXxxxxxxxxxx International Small Company Fund Oppenheimer LifeCycle Funds Xxxxxxxxxxx Limited-TRANSFER AGENT FEE Term Government Fund Oppenheimer Main Street Fund Oppenheimer Main Street Select Fund Oppenheimer Main Street Small- & Mid-Cap Fund Oppenheimer Money Market Fund, Inc. Oppenheimer Portfolio Series Xxxxxxxxxxx International Value Fund Oppenheimer Flexible Strategies Fund Oppenheimer Real Estate Fund Xxxxxxxxxxx Rising Dividends Fund Oppenheimer Select Value Fund Oppenheimer Senior Floating Rate Fund Oppenheimer Small- & Mid- Cap Growth Fund Oppenheimer Small- & Mid- Cap Value Fund Oppenheimer SteelPath MLP Alpha Fund Oppenheimer SteelPath MLP Alpha Plus Fund Oppenheimer SteelPath MLP Income Fund Oppenheimer SteelPath MLP Select 40 Fund Oppenheimer SteelPath MLP and Infrastructure Debt Fund Xxxxxxxxxxx U.S. Government Trust Oppenheimer Value Fund FUNDS NOT ELIGIBLE TO PARTICIPATE IN PARTICIPATION AGREEMENT Class A Y shares of Oppenheimer SteelPath MLP Select 40 Fund Class I shares of the following Funds: Xxxxxxxxxxx SteelPath MLP Alpha Fund Oppenheimer SteelPath MLP Alpha Plus Fund Oppenheimer SteelPath MLP Income Fund Oppenheimer SteelPath MLP Select 40 Fund Oppenheimer SteelPath MLP and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Infrastructure Debt Fund Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited Fees to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docCompany

IN WITNESS HEREOF. the parties hereto have caused this Amendment to be executed and delivered this Agreement as of the date first above writtenby their duly authorized officers. XXXXX XXXXXX PRIVATE TRUST PFS SHAREHOLDER SERVICES, INC. COMPANY THE MAINSTAY FUNDS By: By: _________/s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: TitleTreasurer and Principal Financial Accounting Officer MAINSTAY FUNDS TRUST By: _________/s/ Jxxx X. Benintende_________________ Schedule Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial Accounting Officer MAINSTAY VP FUNDS TRUST By: /s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: Treasurer and Principal Financial Accounting Officer NYLIM SERVICE COMPANY LLC By: /s/ Jxxx X. Benintende_________________ Name: Jxxx X. Xxxxxxxxxx Title: President SCHEDULE A Effective Date: May 1, 2000 Xxxxx Xxxxxx Aggressive 2020 (unless otherwise indicated) The MainStay Funds MainStay Candriam Emerging Markets Debt Fund MainStay Income Builder Fund MainStay MacKay Common Stock Fund MainStay MacKay Convertible Fund MainStay MacKay High Yield Corporate Bond Fund MainStay MacKay Infrastructure Bond Fund MainStay MacKay International Equity Fund MainStay MacKay Tax Free Bond Fund MainStay MacKay Unconstrained Bond Fund MainStay MAP Equity Fund MainStay Money Market Fund MainStay Wxxxxxx Large Cap Growth Fund Inc. Xxxxx Xxxxxx Appreciation MainStay VP Funds Trust MainStay VP Floating Rate Portfolio – Initial Class MainStay VP Floating Rate Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service Class MainStay VX XxxXxx Convertible Portfolio – Service 2 Class MainStay Funds Trust MainStay Balanced Fund Inc. Xxxxx Xxxxxx Concert MainStay Candriam Emerging Markets Equity Fund MainStay CBRE Global Infrastructure Fund MainStay CBRE Real Estate Fund MainStay Conservative Allocation Series Inc. Balanced Portfolio Conservative Portfolio Global Portfolio Growth Portfolio High Growth Portfolio Income Portfolio Xxxxx Xxxxxx Equity Funds Concert Social Awareness Fund Xxxxx Xxxxxx Fundamental Value MainStay Cxxxxxx MLP Premier Fund Inc. Xxxxx Xxxxxx Income Funds Xxxxx Xxxxxx Diversified Strategic MainStay Cxxxxxx Renaissance Advantage Fund MainStay Cxxxxxx Energy Income Fund Xxxxx Xxxxxx Investment Funds Inc. Concert Peachtree MainStay Epoch Capital Growth Fund Schedule B SUB-TRANSFER AGENT FEE Class A and B shares Base Maintenance Fees: Class A: $0.92 per account per month Class B: $1.04 per account per mont MainStay Epoch Global Equity Yield Fund MainStay Epoch International Choice Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Yield Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay MacKay California Tax Free Opportunities Fund MainStay MacKay Growth Fund MainStay MacKay High Yield Municipal Bond Fund MainStay MacKay Intermediate Tax Free Bond Fund MainStay MacKay International Opportunities Fund MainStay MacKay New Account Fees: N/A PAC Transaction Fees: N/A Purchase Transaction Fees: N/A SWP Transaction Fees: N/A Redemption Transaction Fee: N/A Account Closed Redemption Fees: N/A Dividend Transactions Fee: N/A Maintenance Fees: N/A Schedule C OUT-OF-POCKET EXPENSES The Transfer Agent shall reimburse the Sub-Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Transfer Agent - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Sub-Transfer Agent in performing its duties and responsibilities under this Agreement. The Transfer Agent agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Sub-Transfer Agent. In addition, the Transfer Agent will promptly reimburse the Sub-Transfer Agent for any other unscheduled expenses incurred by the Sub-Transfer Agent whenever the Transfer Agent and the Sub-Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Sub-Transfer Agent as part of its duties and obligations under the Agreement. G:\Fund Accounting\Legal\GENERAL\FORMS\AGREEMTS\TRNSFAGT\subtrans99.docYork Tax Free Opportunities Fund MainStay MacKay S&P 500 Index Fund MainStay MacKay Short Duration High Yield Fund MainStay MacKay Short Term Municipal Fund MainStay MacKay Small Cap Core Fund MainStay MacKay Total Return Bond Fund MainStay MacKay U.S. Equity Opportunities Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Short Term Bond Fund MainStay U.S. Government Liquidity Fund