MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND AMENDMENT TO THE MANAGEMENT AGREEMENT

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MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

AMENDMENT TO THE MANAGEMENT AGREEMENT

This Amendment to the Amended and Restated Management Agreement is hereby made as of the 28^th day of February, 2018, between MainStay DefinedTerm Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”), and New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the Fund and the Manager are parties to the Management Agreement, dated June 26, 2012 (the “Agreement”); and

WHEREAS, the Fund and the Manager hereby wish to amend the Agreement to reflect the name change of the Fund, as approved by the Fund’s Board of Trustees at its meeting held on December 13, 2017;

NOW, THEREFORE, the parties agree as follows:

All references to the Fund in the Agreement are revised to reflect the Fund’s new name: “MainStay MacKay DefinedTerm Municipal Opportunities Fund.”

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
Attest:		/s/ Xxxxxx Xxxxx				By:		/s/ Xxx-Xxxx Xxxx
Name:		Xxxxxx Xxxxx				Name:		Xxx-Xxxx Xxxx
Title:		Director and Associate				Title:		Chief Executive Officer
		General Counsel
XXXXXXXX XXXXXX DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND
Attest:		/s/ Xxxxxx Xxxxx				By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxxxx Xxxxx				Name:		Xxxx X. Xxxxxxx
Title:		Assistant Secretary				Title:		President

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