THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
THE
MAINSTAY FUNDS
AMENDMENT
TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
This
Amendment to the Amended and Restated Subadvisory Agreement, is made as of the
16th
day of October 2009, between New York Life Investment Management LLC, a Delaware
limited liability company (the “Manager”) and MacKay Xxxxxxx LLC, a Delaware
limited liability company (the “Subadvisor”).
WHEREAS, the Manager and the
Subadvisor are parties to an Amended and Restated Subadvisory Agreement, dated
August 1, 2008, as amended (“Agreement”); and
WHEREAS, the parties hereby
wish to amend the Agreement to add the MainStay Tax Free Bond Fund and to change
the name of the MainStay Total Return Fund.
NOW, THEREFORE, the parties
agree as follows:
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(i)
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effective
at the close of business on October 16, 2009, Schedule A is hereby amended
by deleting it in its entirety and replacing it with the Schedule attached
hereto.
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IN WITNESS WHEREOF, the
parties have executed this Amendment to be effective as of the date first
written above.
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NEW
YORK LIFE INVESTMENT MANAGEMENT LLC
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Attest:
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/s/Xxxxxx Xxxxx
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By:
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Xxxxx
X. Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Name:
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Xxxxx
X. Xxxxx
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Title:
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Vice
President & Assistant
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Title:
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Executive
Vice President
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General
Counsel
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MACKAY
XXXXXXX LLC
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Attest:
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/s/ Xxxxx Xxxxxxx
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By:
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Xxxxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxxx
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Name:
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Xxxxxxx
Xxxxxx
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Title:
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Senior
Managing Director and
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Title:
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Chief
Operating Officer
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General
Counsel
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SCHEDULE
A
(As of
Close of Business on October 16, 2009)
As
compensation for services provided by Subadvisor the Manager will pay the
Subadvisor and Subadvisor agrees to accept as full compensation for all services
rendered hereunder, at an annual subadvisory fee equal to the
following:
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FUND
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ANNUAL
RATE
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Convertible
Fund *
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0.300%
up to $500 million;
0.275%
from $500 million to $1 billion; and
0.250%
in excess of $1 billion
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Diversified
Income Fund *
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0.300%
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Global
High Income Fund *
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0.350%
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Government
Fund *
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0.300%
up to $1 billion; and
0.275%
in excess of $1 billion
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High
Yield Corporate Bond Fund
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0.300%
up to $500 million;
0.275%
from $500 million to $5 billion; and
0.2625%
in excess of $5 billion
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Income
Builder Fund*,
(Formerly
Total Return Fund)
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0.320%
up to $500 million; and
0.300%
in excess of $500 million**
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International
Equity Fund *
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0.600%
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Tax
Free Bond Fund *
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0.300%
up to $500 million;
0.2875%
from $500 million to $1 billion; and 0.275% in excess of $1
billion
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The
portion of the fee based upon the average daily net assets of the respective
Fund shall be accrued daily at the rate of 1/(number of days in calendar year)
of the annual rate applied to the daily net assets of the Fund.
Payment
will be made to the Subadvisor on a monthly basis.
* For
certain Funds listed above, the Manager has agreed to waive a portion of each
Fund’s management fee or reimburse the expenses of the appropriate class of the
Fund so that the class’ total ordinary operating expenses do not exceed certain
amounts. These waivers or expense limitations may be changed with
Board approval. To the extent the Manager has agreed to waive its
management fee or reimburse
expenses,
MacKay Xxxxxxx, as Subadvisor for these Funds, has voluntarily agreed to waive
or reimburse its fee proportionately.
**MacKay
Xxxxxxx manages the fixed income portion of the Income Builder Fund (formerly
Total Return Fund). The annual rate is based on the percentage of
MacKay Xxxxxxx’ Allocated Assets constituting the Series’ average daily net
assets.
