0001741773-22-001770 Sample Contracts

FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • May 20th, 2022 • Mainstay Vp Funds Trust • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January , 2022 (the “Effective Date”), is made by and between each investment company (each, an “Acquiring Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule A (the “Acquiring Funds”), and each investment company (each, an “Acquired Registrant”), for itself, and on behalf of each of its portfolio series listed on Schedule B (the “Acquired Funds”), each severally and not jointly.

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AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 20th, 2022 • Mainstay Vp Funds Trust

This Amended and Restated Expense Limitation Agreement is hereby made as of the 1st day of May, 2022, 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”).

FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • May 20th, 2022 • Mainstay Vp Funds Trust

THIS AGREEMENT, dated as of __________________, is made among the Acquiring Funds, severally and not jointly (each, an “Acquiring Fund”), and the Acquired Funds, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), in each case as listed on Schedule A, as amended from time to time. This Agreement shall be effective as of January 18, 2022.

MAINSTAY VP FUNDS TRUST
Assumption Agreement • May 20th, 2022 • Mainstay Vp Funds Trust • New York

THIS ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 31st day of August, 2021, by and between Mellon Investments Corporation, a Delaware corporation (“Mellon”), and Newton Investment Management North America, LLC (“Newton”).

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