Contract
Exhibit 24(b)(8.112)
Second Amendment to the Selling and Services Agreement and Fund Participation
Agreement
This Second Amendment dated as of April 24, 2009 by and between ING Life Insurance
and Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”),
ING Financial Advisers, LLC (“ING Financial”) (collectively “ING”), NYLIFE Distributors LLC
(“NYLIFE Distributors”), and NYLIM Service Company LLC (“NSC”)(NYLIFE Distributors and
NSC are collectively referred to herein as “Fund Service Provider”), is made to the Selling and
Services Agreement and Fund Participation Agreement dated as of November 8, 2007 (the
“Agreement”), as amended on September 30, 2008. Terms defined in the Agreement are used
herein as therein defined.
WHEREAS, ING Institutional is a limited liability company that provides various
recordkeeping and other administrative services to certain Plans; and
WHEREAS, the parties wish to add ING Institutional to the Agreement; and
WHEREAS, the parties wish to make additional funds available under the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:
1. ING Institutional is hereby added to the Agreement as an additional recordkeeper, and all provisions in the Agreement relating to ING Life in its capacity as a recordkeeper in connection with the investment by Plans in the Funds are hereby amended to refer to both ING Life and ING Institutional. The defined term “ING” in the Agreement is hereby amended to include ING Life, ING Institutional, and IFA.
2. Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
2. Omnibus Account.
The parties agree that, with respect to each Fund, up to three omnibus accounts, each held in the name of the Nominee, may be maintained (the “Account” or collectively, the “Accounts”). One Account may be maintained in connection with Plans for which ING Life shall provide various recordkeeping and other administrative services, and a second Account may be maintained in connection with Plans for which ING Institutional shall provide various recordkeeping and other administrative services. Alternatively, one Account may be maintained in connection with Plans for which both ING Life and ING Institutional shall provide such recordkeeping and administrative services. A third Account held in the name of ING Life shall be maintained for those Plan assets directed for investment in the Fund through the Contracts. ING Institutional, as service agent for Plans, or ING Life, as service agent for Plans or issuer of the Contracts, shall facilitate purchase and sale transactions with respect to the Accounts in accordance with the Agreement.
3. Paragraphs 5 and 6 of the Agreement are hereby deleted in their entirety and
replaced with the following:
5. Servicing Fees:
The provision of shareholder and administrative services to contract owners or to the Plans shall be the responsibility of ING Financial, ING Life, ING Institutional, or the Nominee and shall not be the responsibility of Fund Service Provider. The Nominee, or ING Life on behalf of its Separate Accounts, will be recognized as the sole shareholder of Fund shares purchased under this Agreement. It is further recognized that there will be a substantial savings in administrative expense and recordkeeping expenses by virtue of having one shareholder rather than multiple shareholders. In consideration of the administrative savings resulting from such arrangement, Fund Service Provider agrees to pay to ING Life or ING Institutional a servicing fee based on the annual rate as set forth in Schedule C of the average net assets invested in the Funds through the Contracts or through ING Life’s and ING Institutional’s arrangements with Plans in each calendar quarter. ING Financial agrees to provide to Fund Service Provider, on a best efforts basis by the seventh day but no later than the tenth day of each month, (1) a report which indicates the number of its customers holding Shares of each Fund through each Account as of the last day of the prior month and (2) such other information as Fund Service Provider or its designee may reasonably request. Fund Service Provider will make such payments to ING Life or ING Institutional within thirty (30) days after the end of each calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to ING Life or ING Institutional for the quarter and such other supporting data as may be reasonably requested by ING Life or ING Institutional. If required by a Plan or by applicable law, ING Life or ING Institutional shall have the right to allocate to a Plan or to Participant accounts in a Plan all or a portion of such servicing fees, or to use servicing fees it collects from Fund Service Provider to offset other fees payable by the Plan to ING Life or ING Institutional.
6. 12b-1 Fees.
(a) To compensate ING Financial for its distribution of Fund Shares, Fund Service Provider shall make quarterly payments to ING Financial based on the annual rate as set forth in Schedule B of the average net assets invested in the Funds through the Contracts or through ING Life’s or ING Institutional’s arrangements with Plans in each calendar quarter. Fund Service Provider will make such payments to ING Financial within thirty (30) days after the end of each calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to ING Financial for the quarter and such other supporting data as may be reasonably requested by ING Financial. If required by a Plan or by applicable law, ING Financial shall have the right to allocate to a Plan or to Participant accounts in a Plan all or a portion of such 12b-1 fees, or to use 12b-1 fees it collects from Fund Service Provider to offset other fees payable by the Plan to ING Financial. The parties agree that Fund Service Provider’s agreement herein to pay fees that are subject (as indicated on the Fund Schedule) to a plan adopted pursuant to Rule 12b-1 (the “Rule 12b-1 Plan”) under the 1940 Act, that this Agreement: (a) will only renew each year so long as such renewal is approved by a vote of the governing board of each Fund (including a majority of the “non-interested” board members (as defined in the
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0000 Xxx) who have no direct or indirect financial interest in the operation of the Rule 12b-1 Plan or this Agreement (“Independent Board Members”), (b) may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Board Members, (c) may be terminated by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund on not more than 60 days’ written notice, and (d) will automatically terminate upon assignment of this Agreement. Furthermore, the parties understand that the Funds’ governing boards will review, at least quarterly, a written report of the amounts expended pursuant to this Agreement and the purposes for which such expenditures were made. In connection with such reviews, ING Financial will furnish such information as Fund Service Provider may reasonably request.
(b) ING Financial agrees that any compensation paid under this Agreement that is subject to a Rule 12b-1 Plan shall be paid only as consideration for “distribution” or “service” activities permitted by the Rule 12b-1 Plan and by applicable law, rules and regulations, and shall not be paid for any transfer agent or sub-transfer agent services.” ING Financial represents, warrants and covenants that it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or that it is exempt from such registration, and that it is a member of the Financial Industry Regulatory Authority (“FINRA”), or that it is exempt from FINRA membership. ING Financial agrees that it will immediately advise Fund Service Provider of any termination or suspension of its broker-dealer registration or FINRA membership or its exemption therefrom. ING Financial agrees to abide by the FINRA’s Conduct Rules, MSRB’s Rules (where applicable), as well as all applicable state and federal laws and rules and regulations of authorized regulatory agencies thereunder, including all compensation disclosure obligations imposed on pursuant to FINRA Rule 2830 and Rule 10b-10 under the Exchange Act. ING Financial agrees not to offer or sell any Fund shares except under circumstances that will result in compliance with such laws, rules and regulations.
4. The following is added as Section 13(d) to the Agreement:
(d) Representations of ING Institutional. ING Institutional represents and warrants:
(i) that it (1) is a limited liability company organized under the laws of the State of Delaware, (2) is in good standing in that jurisdiction, (3) is in material compliance with all applicable federal and state laws, (4) is duly licensed and authorized to conduct business in every jurisdiction where such license or authorization is required, and will maintain such license or authorization in effect at all times during the term of this Agreement, and (5) has full authority to enter into this Agreement and carry out its obligations pursuant to it terms; and
(ii) that it is authorized under the Plans to (1) provide administrative services to the Plans and (2) facilitate transactions in the Fund through the Account.
5. The following replaces Section 15(d) of the Agreement:
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(d) Notices. All notices and other communications hereunder shall be given or
made in writing and shall be delivered personally, or sent by telex, facsimile, express
delivery or registered or certified mail, postage prepaid, return receipt requested, to the
party or parties to whom they are directed at the following address, or at such other
addresses as may be designated by notice from such party to all other parties.
To ING:
Xxxxxxx Xxxxxxxxxx
Counsel
ING Americas Legal Services
Xxx Xxxxxx Xxx, X0X
Xxxxxxx, XX 00000
Fax: 000-000-0000
To NSC:
NYLIM Service Company LLC
000 Xxxxxxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to Xxxxxxxxxx X.X. Xxxxxxxx, at the same address.
To NYLIFE Distributors:
NYLIFE Distributors LLC
000 Xxxxxxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to Xxxxxxxxxx X.X. Xxxxxxxx, at the same address.
Any notice, demand or other communication given in a manner prescribed in this Subsection (d) shall be deemed to have been delivered on receipt.
6. The following paragraph is added under Section 15 “Miscellaneous” of the Agreement:
(i) The parties agree that transactions in the Funds by Plans or Plan Participants pursuant to the terms of this Agreement are not subject to any redemption fees that may otherwise be required by the Funds; provided however that upon written request by Fund Service Provider, ING Life and ING Institutional will implement such redemptions fees in a time frame and manner mutually acceptable to all parties.
7. Schedule B to the Agreement is hereby deleted and replaced by Schedule B, attached hereto
8. Schedule C to the Agreement is hereby deleted and replaced by Schedule C, attached hereto.
9. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
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10. This Amendment may be executed in two or more counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
| ING LIFE INSURANCE AND | NYLIM SERVICE COMPANY LLC | ||
| ANNUITY COMPANY | |||
| By: | /s/ Xxxxx X. Xxxxxx | ||
| By: | /s/ Xxxx X. Xxxxxxx | Name: | Xxxxx X. Xxxxxx |
| Name: | Xxxx X. Xxxxxxx | Title: | President and CEO |
| Title: | Vice President | ||
| ING FINANCIAL ADVISERS, LLC | NYLIFE DISTRIBUTORS LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxxx |
| Name: | Xxxxx X. Xxxxxx | Name: | Xxxxxxx X. Xxxxxx |
| Title: | COO/VP | Title: | Senior Managing Director |
| ING INSTITUTIONAL PLAN SERVICES, LLC | |||
| By: | /s/ Xxxxxxxx Xxxxxxxxx attorney-in-fact | ||
| Name: | Xxxxxxxx Xxxxxxxxx | ||
| Title: | Vice President | ||
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SCHEDULE B
Rule 12b-1 fees payable to ING in consideration of distribution-related services
described in SELLING AND SERVICES AGREEMENT AND FUND
PARTICIPATION AGREEMENT:
The following fees are applicable under the terms of this Agreement only. The payment of these fees are
solely for the provision of services under this Agreement, and do not correspond to any fees that may be
paid for services provided under any other agreement between or among ING or its affiliates and Fund
Service Provider or its affiliates, with respect to the available series and classes of open-end investment
companies sponsored, advised or administered by New York Life Investment Management LLC for which
NYLIFE Distributors LLC serves as principal underwriter. Compensation for the sale and/or servicing of
such shares shall be in accordance with the terms of the current prospectus and the following table:
| Class | Dealer Reallowance on Purchases1 | Distribution and/or Service |
| (Rule 12b-1 Plan) Fees | ||
| Investor | As provided in current prospectus/statement of additional | ___% per annum2 |
| information | ||
| A* | As provided in current prospectus/statement of additional | ___% per annum3 |
| information | ||
| I | N/A | X/X |
| X0** | X/X | X/X |
| X0** | X/X | ___% per annum |
| R3** | N/A | ___% per annum |
* A Shares are available to existing Retirement Plans whose Fund Schedules included Class A Shares prior to
September 30, 2008.
** Under the terms of certain Funds’ shareholder services plans, Class R1, R2 and R3 shares are authorized to pay
shareholder service fees to service providers at the rate of ___% per annum. Such fees are for services that are in
addition to any services that may be provided under the Class R2 and R3 Rule 12b-1 Plans.
1 Initial purchases of less than $1,000,000 or subsequent purchases in an account with a balance less than $1,000,000.
2 After commissionable sales are held in a shareholder’s account for one year or more. Payment is subject to continued effectiveness of the
Fund’s Rule 12b-1 Plan.
3 After commissionable sales are held in a shareholder’s account for one year or more. Payment is subject to continued effectiveness of the
Fund’s Rule 12b-1 Plan.
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SCHEDULE C
Service Fee Schedule
Sub-transfer agency fees payable to ING in consideration of sub-transfer agency-related services
described in the Selling and Services Agreement and Fund Participation Agreement:
MainStay Funds Investor Class Shares
ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay All Cap Growth Fund | 00000X000 | MAWNX |
| MainStay Balanced Fund | 00000X000 | MBINX |
| MainStay Cap Appreciation Fund | 00000X000 | MCPPX |
| MainStay International Equity Fund | 00000X000 | MINNX |
| MainStay Small Company Value Fund | 00000X000 | MOINX |
| MainStay High Yield Corp. Bond Fund | 00000X000 | MHHIX |
| MainStay Value Fund | 00000X000 | MVINX |
| MainStay Large Cap Growth Fund | 00000X000 | MLINX |
| MainStay Map Fund | 00000X000 | MSMIX |
| MainStay Mid Cap Growth Fund | 00000X000 | MMYMX |
| MainStay Mid Cap Core Fund | 00000X000 | MMOUX |
| MainStay Mid Cap Value Fund | 00000X000 | MMIIX |
| MainStay Small Cap Growth Fund | 00000X000 | MSSNX |
| MainStay Small Cap Value Fund | 00000X000 | MYSCX |
| MainStay ICAP International Fund | 448926725 | ICANX |
| MainStay ICAP Select Equity Fund | 00000X000 | ICSOX |
| MainStay ICAP Equity Fund | 00000X000 | ICANX |
| MainStay 130/30 Core Fund | 00000X000 | MYCNX |
| MainStay 130/30 Growth Fund | 00000X000 | MYGNX |
| MainStay ICAP Global | 448926733 | ICGNX |
| MainStay Growth Allocation Fund | 00000X000 | MGXNX |
| MainStay Moderate Allocation Fund | 00000X000 | MMRDX |
| MainStay Moderate Growth Allocation Fund | 00000X000 | MGDNX |
| MainStay Conservative Allocation Fund | 00000X000 | MCKNX |
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ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay Floating Rate Fund | 00000X000 | MXFNX |
| MainStay Diversified Inc Fund | 00000X000 | MSYDX |
| MainStay Government Fund | 00000X000 | MGVNX |
| MainStay Tax Free Bond Fund | 00000X000 | MKINX |
| MainStay Convertible Fund | 00000X000 | MCINX |
| MainStay Total Return Fund | 00000X000 | MTINX |
| MainStay Global High Inc Fund | 00000X000 | MGHHX |
| MainStay Common Stock Fund | 00000X000 | MCSSX |
| MainStay S&P 500 Index Fund | 00000X000 | MYSPX |
| MainStay Indexed Bond Fund | 00000X000 | MIXNX |
| MainStay Intermediate Bond Fund | 00000X000 | MTMNX |
| MainStay Short Term Bond Fund | 00000X000 | MYTBX |
| MainStay Inc Manager Fund | 00000X000 | MIMNX |
| MainStay Retirement 2010 Fund | 00000X000 | MYRDX |
| MainStay Retirement 2020 Fund | 00000X000 | MYRYX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTFX |
| MainStay Retirement 2040 Fund | 00000X000 | MSRUX |
| MainStay Retirement 2050 Fund | 00000X000 | MSRVX |
| MainStay Growth Allocation Fund | 00000X000 | MGXNX |
| MainStay Moderate Allocation Fund | 00000X000 | MMRDX |
| MainStay Moderate Growth Allocation Fund | 00000X000 | MGDNX |
| MainStay Conservative Allocation Fund | 00000X000 | MCKNX |
MainStay Funds Class A Shares
(For those existing Plans whose Fund Schedules included Class A Shares prior to September 30, 2008.)
ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay All Cap Growth Fund | 278846522 | MAAAX |
| MainStay Balanced Fund | 278846431 | MBNAX |
| MainStay Capital Appreciation Fund | 00000X000 | MCSAX |
| MainStay International Equity Fund | 00000X000 | MSEAX |
| MainStay Small Company Value Fund | 278846258 | MOPAX |
| MainStay High Yield Corporate Bond Fund | 00000X000 | MHCAX |
| MainStay Value Fund | 00000X000 | MVAAX |
| MainStay Large Cap Growth Fund | 00000X000 | MLAAX |
| MainStay MAP Fund | 00000X000 | MAPAX |
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| MainStay Mid Cap Growth | 00000X000 | MMCPX |
| MainStay Mid Cap Core Fund | 278846290 | MMOAX |
| MainStay Mid Cap Value Fund | 00000X000 | MYIAX |
| MainStay Small Cap Growth Fund | 00000X000 | MSMAX |
| MainStay Small Cap Value Fund | 00000X000 | MSPAX |
| MainStay ICAP International Fund | 448926501 | ICEVX |
| MainStay ICAP Select Equity | 448926873 | ICSRX |
| MainStay ICAP Equity Fund | 448926824 | ICAUX |
| MainStay 130/30 Core Fund | 00000X000 | MYCTX |
| MainStay 130/30 Growth Fund | 00000X000 | MYGAX |
| MainStay ICAP Global | 448926766 | ICGLX |
| MainStay Growth Allocation | 00000X000 | MGXAX |
| MainStay Moderate Allocation | 278846183 | MMRAX |
| MainStay Moderate Growth Allocation | 278846142 | MGDAX |
| MainStay Conservative Allocation | 278846233 | MCKAX |
ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay Floating Rate Fund | 00000X000 | MXFAX |
| MainStay Diversified Income Fund | 00000X000 | MASAX |
| MainStay Government Fund | 00000X000 | MGVAX |
| MainStay Tax Free Bond Fund | 00000X000 | MTBAX |
| MainStay Convertible Fund | 00000X000 | MCOAX |
| MainStay Total Return Fund | 00000X000 | MTRAX |
| MainStay Global High Income Fund | 00000X000 | MGHAX |
| MainStay Common Stock Fund | 00000X000 | MSOAX |
| MainStay S&P 500 Index Fund | 278846274 | MSXAX |
| MainStay Indexed Bond Fund | 278846381 | MIXAX |
| MainStay Intermediate Term Bond Fund | 278846373 | MTMAX |
| MainStay Short Term Bond Fund | 278846266 | MSTAX |
| MainStay Income Manager Fund | 278846456 | MATAX |
| MainStay Retirement 2010 Fund | 00000X000 | MYRAX |
| MainStay Retirement 2020 Fund | 00000X000 | MYROX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTTX |
| MainStay Retirement 2040 Fund | 00000X000 | MSRTX |
| MainStay Retirement 2050 Fund | 00000X000 | MSRLX |
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MainStay Funds Class I Shares
ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay All Cap Growth Fund | 278846886 | MATIX |
| MainStay Balanced Fund | 278846209 | MBAIX |
| MainStay Capital Appreciation Fund | 00000X000 | MCPIX |
| MainStay International Equity Fund | 00000X000 | MSIIX |
| MainStay Small Cap Opportunity Fund | 278846100 | MOPIX |
| MainStay High Yield Corporate Bond Fund | 00000X000 | MHYIX |
| MainStay Value Fund | 00000X000 | MVAIX |
| MainStay Large Cap Growth Fund | 00000X000 | MLAIX |
| MainStay MAP Fund | 00000X000 | MUBFX |
| MainStay Mid Cap Growth | 00000X000 | MMGOX |
| MainStay Mid Cap Core Fund | 278846407 | MMOIX |
| MainStay Mid Cap Value Fund | 00000X000 | MMVIX |
| MainStay Small Cap Value Fund | 00000X000 | MSVVX |
| MainStay ICAP International Fund | 448926402 | ICEUX |
| MainStay ICAP Select Equity Fund | 448926303 | ICSLX |
| MainStay ICAP Equity Fund | 448926204 | ICAEX |
| MainStay 130/30 Core Fund | 00000X000 | MYCIX |
| MainStay 130/30 Growth Fund | 00000X000 | MYGIX |
| MainStay ICAP Global | 448926741 | ICGRX |
ING’s compensation shall be an annual sub-transfer agency fee of ___% of the average daily net assets
held in the account, calculated and payable quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay Floating Rate Fund | 00000X000 | MXFIX |
| MainStay Diversified Income Fund | 00000X000 | MSDIX |
| MainStay Government Fund | 00000X000 | MGOIX |
| MainStay Total Return Fund | 00000X000 | MTOIX |
| MainStay Common Stock Fund | 00000X000 | MSOIX |
| MainStay S&P 500 Index Fund | 278846860 | MSPIX |
| MainStay Indexed Bond Fund | 278846779 | MIXIX |
| MainStay Intermediate Term Bond Fund | 278846795 | MTMIX |
| MainStay Short Term Bond Fund | 278846712 | MSTIX |
| MainStay Income Manager Fund | 278846506 | MASIX |
| MainStay Retirement 2010 Fund | 00000X000 | MYRIX |
| MainStay Retirement 2020 Fund | 00000X000 | MYRTX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTIX |
| MainStay Retirement 2040 Fund | 00000X000 | MSRYX |
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| MainStay Retirement 2050 Fund | 00000X000 | MSRMX |
| MainStay Institutional Bond Fund | 00000X000 | MYBIX |
| MainStay Growth Allocation | 00000X000 | MGXIX |
| MainStay Moderate Allocation | 278846159 | MMRIX |
| MainStay Moderate Growth Allocation | 278846118 | MGDIX |
| MainStay Conservative Allocation | 278846191 | MCKIX |
MainStay Funds Class R1 Shares
ING’s compensation shall be a combination of an annual shareholder service fee of ___% and a sub-
transfer agency fee of ___% of the average daily net assets held in the account, calculated and payable
quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay Balanced Fund | 278846415 | MBNRX |
| MainStay MAP Fund | 00000X000 | MAPRX |
| MainStay Mid Cap Value Fund | 00000X000 | MMIRX |
| MainStay Value Fund | 00000X000 | MVARX |
| MainStay International Equity | 00000X000 | MIERX |
| MainStay Large Cap Growth Fund | 00000X000 | MLRRX |
| MainStay ICAP International Fund | 448926709 | ICETX |
| MainStay ICAP Select Equity Fund | 448926857 | ICSWX |
| MainStay ICAP Equity Fund | 448926790 | ICAWX |
| MainStay Retirement 2010 Fund | 00000X000 | MYRRX |
| MainStay Retirement 2020 Fund | 00000X000 | MYRTX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTOX |
| MainStay Retirement 2040 Fund | 00000X000 | MSREX |
| MainStay Retirement 2050 Fund | 00000X000 | MSROX |
MainStay Funds Class R2 Shares
ING’s compensation shall be a combination of an annual shareholder service fee of ___% and a sub-
transfer agency fee of ___% of the average daily net assets held in the account, calculated and payable
quarterly for the funds listed below
| Fund Name | CUSIP | TICKER |
| MainStay Balanced Fund | 278846399 | MBCRX |
| MainStay MAP Fund | 00000X000 | MPRRX |
| MainStay Mid Cap Value Fund | 00000X000 | MMRRX |
| MainStay Value Fund | 00000X000 | MVRTX |
| MainStay International Equity | 00000X000 | MIRRX |
| MainStay Large Cap Growth Fund | 00000X000 | MLRTX |
| MainStay ICAP International Fund | 448926808 | ICEYX |
| MainStay ICAP Select Equity Fund | 448926840 | ICSYX |
| MainStay ICAP Equity Fund | 448926782 | ICAYX |
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| MainStay Retirement 2010 Fund | 00000X000 | MYRWX |
| MainStay Retirement 2020 Fund | 00000X000 | MYRVX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTUX |
| MainStay Retirement 2040 Fund | 00000X000 | MSRQX |
| MainStay Retirement 2050 Fund | 00000X000 | MSRPX |
| MainStay High Yield Corporate Bond Fund | 00000X000 | MHYRX |
| MainStay Mid Cap Growth Fund | 00000X000 | MMCTX |
| MainStay Common Stock Fund | 00000X000 | MSORX |
MainStay Funds Class R3 Shares
ING’s compensation shall be a combination of an annual shareholder service fee of ___% and a sub-
transfer agency fee of ___% of the average daily net assets held in the account, calculated and payable
quarterly for the funds listed below:
| Fund Name | CUSIP | TICKER |
| MainStay Balanced Fund | 00000X000 | MBDRX |
| MainStay MAP Fund | 00000X000 | MMAPX |
| MainStay Mid Cap Growth Fund | 00000X000 | MMGRX |
| MainStay Mid Cap Core Fund | 00000X000 | MMORX |
| MainStay International Equity | 00000X000 | MIFRX |
| MainStay Large Cap Growth Fund | 00000X000 | MLGRX |
| MainStay ICAP International Fund | 448926881 | ICEZX |
| MainStay ICAP Select Equity Fund | 448926832 | ICSZX |
| MainStay ICAP Equity Fund | 448926774 | ICAZX |
| MainStay Retirement 2010 Fund | 00000X000 | MYREX |
| MainStay Retirement 2020 Fund | 00000X000 | MYRZX |
| MainStay Retirement 2030 Fund | 00000X000 | MRTVX |
| MainStay Retirement 2040 Fund | 00000X000 | MSRZX |
| MainStay Retirement 2050 Fund | 00000X000 | MSRWX |
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