0001144204-15-027045 Sample Contracts

MAINSTAY VP FUNDS TRUST FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • May 1st, 2015 • Mainstay Vp Funds Trust • New York

This Form of Subadvisory Agreement, made as of the 1st day of May, 2015 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Cushing Asset Management LP, a Texas limited partnership (the “Subadvisor”).

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MainSTay VP FUNDS Trust AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2015 • Mainstay Vp Funds Trust • New York

This Amended and Restated Management Agreement is hereby made as of the 1st day of May, 2015 (the “Agreement”) between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its series as set forth on Schedule A (each, a “Portfolio,” and collectively, the “Portfolios”) 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 • May 1st, 2015 • Mainstay Vp Funds Trust

This Amended and Restated Expense Limitation Agreement is hereby made as of the 1st day of May, 2015, between MainStay VP Funds Trust (the “Trust”), on behalf of each of its series of the Trust (each a “Portfolio” and collectively, “Portfolios”) and New York Life Investment Management LLC (the “Manager”) (the “Agreement”).

MAINSTAY VP FUNDS TRUST FORM OF AMENDMENT TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • May 1st, 2015 • Mainstay Vp Funds Trust

This Form of Amendment to the Subadvisory Agreement, is effective as of the 1st day of May 2015, between New York Life Investment Management LLC (the “Manager”) and NYL Investors LLC (the Subadvisor”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 1st, 2015 • Mainstay Vp Funds Trust

This Amendment to the Amended and Restated Management Agreement, is made as of the 13th day of January 2015, between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its series as set forth on Schedule A (each, a “Portfolio”, and collectively, the “Portfolios”), and New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”).

AMENDED AND RESTATED DISTRIBUTION AND SERVICE AGREEMENT FOR SERVICE CLASS SHARES
Distribution and Service Agreement • May 1st, 2015 • Mainstay Vp Funds Trust • New York

This Amended and Restated Agreement is effective as of August 1, 2014 and amends and restates the Distribution and Service Agreement dated April 29, 2011, between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), and NYLIFE Distributors LLC, a Delaware limited liability company (the “Distributor”).

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