0001144204-15-012689 Sample Contracts

THE MAINSTAY FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • February 27th, 2015 • Mainstay Funds • New York

This Subadvisory Agreement, made as of the 1st day of October, 2014 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Winslow Capital Management, LLC, a Delaware limited liability company (the “Subadvisor”) and subsidiary of Nuveen Investments, Inc., a Delaware corporation.

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the mainstay funds AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 27th, 2015 • Mainstay Funds • New York

This Amended and Restated Management Agreement is hereby made as of the 27th day of February, 2015 (the “Agreement”) between The MainStay Funds, a Massachusetts business trust (the “Trust”), on behalf of its series as set forth on Schedule A, as amended from time to time (each, a “Fund,” and collectively, the “Funds”), and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 27th, 2015 • Mainstay Funds

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated February 27, 2015, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts asset Forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 27th, 2015 • Mainstay Funds

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 11th day of July, 2014, by and among The MainStay Funds, a Massachusetts business trust, and MainStay Funds Trust, a Delaware statutory trust (each, a “Fund” and collectively, the “Funds”) and NYLIM Service Company LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

THE MAINSTAY FUNDS AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT
Master Distribution Agreement • February 27th, 2015 • Mainstay Funds • New York

This Amended and Restated Master Distribution Agreement (“Agreement”) effective as of August 1, 2014, amends and restates the Master Distribution Agreement dated as of August 1, 2002, between THE MAINSTAY FUNDS, a Massachusetts business trust (the “Trust”), and NYLIFE DISTRIBUTORS LLC, a Delaware limited liability company (the “Distributor”).

Ninth Amendment to Amended and Restated Master Delegation Agreement
Master Delegation Agreement • February 27th, 2015 • Mainstay Funds

This Ninth Amendment to Amended and Restated Master Delegation Agreement (the “Amendment”) is made and entered into as of October 21, 2013, by and among each registered investment company identified on the signature page hereto (each such registered investment company shall hereinafter be referred to as a “Fund” and collectively the “Funds”), and, and State Street Bank and Trust Company, a Massachusetts trust company (the “Delegate”).

Ninth Amendment to Amended and Restated Master Custodian Agreement
Master Custodian Agreement • February 27th, 2015 • Mainstay Funds

This Ninth Amendment to Amended and Restated Master Custodian Agreement (the “Amendment”) is made and entered into as of October 21, 2013, by and among each registered investment company identified on the signature page hereto (each such registered investment company shall hereinafter be referred to as a “Fund” and collectively the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

THE MAINSTAY FUNDS FORM OF AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 27th, 2015 • Mainstay Funds

This Form of Amendment to the Amended and Restated Subadvisory Agreement, is effective as of the 27th day of February 2015, between New York Life Investment Management LLC (the “Manager”) and MacKay Shields LLC (the “Subadvisor”).

THE MAINSTAY FUNDS AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 27th, 2015 • Mainstay Funds

This Amendment to the Subadvisory Agreement, is made as of the 28th day of February, 2013 (the “Amendment”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) Cornerstone Capital Management Holdings LLC, a Delaware limited liability company (the “Subadvisor”).

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