0001144204-16-098026 Sample Contracts

MAINSTAY VP FUNDS TRUST SUBADVISORY AGREEMENT
Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust • New York

This Subadvisory Agreement, made as of the 5th day of April, 2016 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”), and Candriam France S.A.S., a simplified stock company (“Société par actions simplifiée”) organized under the laws of France (the “Subadvisor”).

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MAINSTAY VP FUNDS TRUST INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust • New York

This Subadvisory Agreement, made as of the 15th day of January, 2016 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Candriam France S.A.S., a simplified stock company (“Société par actions simplifiée”) organized under the laws of France (the “Subadvisor”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust • Delaware

This Agreement dated as of the 1st day of May, 2016 is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively, “Nationwide”) and the current and any future Nationwide separate accounts as applicable (“Variable Accounts”), MainStay VP Funds Trust, a registered investment management company and a Delaware statutory trust (the “Trust”), on behalf of its series (each such fund, a “Fund” and collectively, the “Funds”), and New York Life Investment Management LLC (the “Company”), which serves as manager to the Funds listed on Exhibit B.

FORM OF AMENDMENT DATED JANUARY 15, 2016 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT DATED AS OF JUNE 30, 2010
Participation Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

Notwithstanding anything to the contrary contained in the above-cited Amended and Restated Participation Agreement (the “Agreement”) among the MainStay VP Funds Trust (the “Fund”), New York Life Investment Management LLC (the “Adviser”), and New York Life Insurance and Annuity Corporation (the “Company”), the Fund, the Adviser and the Company hereby agree that the Agreement is amended to read as follows:

MAINSTAY VP FUNDS TRUST AMENDMENT TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, made as of the 5th day of April, 2016 (the “Amendment”), 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”).

MAINSTAY VP FUNDS TRUST FORM OF AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, made as of the 1st day of May 2016 (the “Amendment”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Cornerstone Capital Management Holdings LLC, a Delaware limited liability company (the “Subadvisor”).

MAINSTAY VP FUNDS TRUST FORM OF AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, is effective as of the 5th day of April, 2016, between New York Life Investment Management LLC (the “Manager”) and MacKay Shields LLC (the “Subadvisor”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 11th day of April, 2016, 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”).

AMENDED AND RESTATED DISTRIBUTION AND SERVICE AGREEMENT FOR SERVICE CLASS SHARES AND SERVICE 2 CLASS SHARES
Distribution and Service Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust • New York

This Amended and Restated Agreement is effective as of May 1, 2016 and amends and restates the Distribution and Service Agreement dated August 1, 2014, between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), and NYLIFE Distributors LLC, a Delaware limited liability company (the “Distributor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amended and Restated Expense Limitation Agreement is hereby made as of the 1st day of May, 2016, 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
Mainstay Vp Funds Trust • May 2nd, 2016
AMENDMENT TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 28th day of February 2016, 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”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Amended and Restated Management Agreement, is made as of the 1st day of May 2016, 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”).

THE MAINSTAY FUNDS MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST FORM OF AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 1st day of May 2016, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Epoch Investment Partners, Inc., a Delaware corporation (the “Subadvisor”).

MainStay VP Funds Trust
Master Custodian Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust
MAINSTAY VP FUNDS TRUST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 2nd, 2016 • Mainstay Vp Funds Trust

This Amendment to the Amended and Restated Management Agreement, is made as of the 15th day of January 2016, 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”).

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