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AMENDMENT TO SUB-ADVISORY AGREEMENT
WHEREAS, MainStay Management, Inc. ("MainStay Management") and Monitor
Capital Advisors, Inc. ("Monitor") are parties to an investment sub-advisory
agreement, on behalf of the MainStay Equity Index Fund series of The MainStay
Funds, dated October 27, 1997 (the "Agreement");
WHEREAS, MainStay Management has converted from a corporation to a
limited liability company under Delaware law;
WHEREAS, Monitor has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, the Board of Trustees of The MainStay Funds at its meeting on
September 13, 1999 approved an amendment to the Agreement to reflect the
conversion of each of MainStay Management and Monitor to limited liability
companies; and
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Agreement is hereby amended to
delete each reference to MainStay Management, Inc. in its entirety and replace
it with MainStay Management LLC and to delete each reference to Monitor in its
entirety and replace it with Monitor Capital Advisors LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers and attested as of the 1st day of
October, 1999.
MainStay Management LLC
By:
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Attest
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Title Title
Monitor Capitol Advisors LLC
By:
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Attest
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Title Title
