Keystone Mutual Funds Sample Contracts

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 14th, 2006 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this day of , 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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QUASAR DISTRIBUTORS, LLC MILWAUKEE, WI 53202 DEALER AGREEMENT
Dealer Agreement • July 19th, 2006 • Keystone Mutual Funds • Wisconsin

This Agreement is made and effective as of this day of , 20 , between Quasar Distributors, LLC (“Quasar”), a Delaware limited liability company, and (“Dealer”), a .

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 14th, 2006 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this day of , 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 1st, 2009 • Keystone Mutual Funds

THIS AGREEMENT, made as of this 20th day of August, 2009, by and between Keystone Mutual Funds, a Delaware statutory trust (the “Fund”) and Cornerstone Capital Management, Inc., a corporation (the “Adviser”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 10th, 2014 • Keystone Mutual Funds • New York

This Agreement and Plan of Reorganization (“Agreement”) is made as of January 11, 2013, by and between Keystone Mutual Funds, a Delaware statutory trust (“Keystone”), on behalf of its series, Keystone Large Cap Growth Fund (the “Acquired Fund”), and MainStay Funds Trust, a Delaware statutory trust (“MainStay Funds”), on behalf of its series, the MainStay Cornerstone Growth Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”). New York Life Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“New York Life Investments”), joins this Agreement solely for purposes of paragraphs 4.3 and 8.2, and Cornerstone Capital Management, Inc., a corporation organized under the laws of the State of Minnesota (“Cornerstone”) and Cornerstone Capital Management LLC, a Delaware limited liability company (“Cornerstone LLC”), join this Agreement solely for purposes of paragraphs 4.4 and 8.2.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 19th, 2006 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 8th day of June, 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). CORNERSTONE CAPITAL MANAGEMENT, a Minnesota corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

CUSTODY AGREEMENT
Custody Agreement • August 31st, 2010 • Keystone Mutual Funds • Ohio

The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities and the shareholder who votes those securities.

EXPENSE LIMITATION AGREEMENT KEYSTONE MUTUAL FUNDS
Expense Limitation Agreement • August 31st, 2010 • Keystone Mutual Funds

This EXPENSE LIMITATION AGREEMENT, is made as of June 8, 2006 by and between Cornerstone Capital Management, LLC (the “Adviser”) and Keystone Mutual Funds on behalf of its series Keystone Large Cap Growth Fund (the “Fund”).

KEYSTONE MUTUAL FUNDS SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 26th, 2012 • Keystone Mutual Funds

THIS SECOND AMENDMENT, effective as of the 1ST day of July, 2012, to the Transfer Agent Servicing Agreement dated as of June 29, 2006, as amended March 23, 2010 (the “Transfer Agent Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 27th, 2011 • Keystone Mutual Funds

THIS FIRST AMENDMENT, effective as of the 23RD day of March, 2010, to the Transfer Agent Servicing Agreement dated as of June 29, 2006, (the “Transfer Agent Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 31st, 2010 • Keystone Mutual Funds

THIS FIRST AMENDMENT, effective as of the 23RD day of March, 2010, to the Fund Accounting Servicing Agreement dated as of June 29, 2006, (the “Fund Accounting Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 26th, 2012 • Keystone Mutual Funds

THIS SECOND AMENDMENT, effective as of the 1ST day of July, 2012, to the Custody Agreement dated as of June 29, 2006, as amended March 23, 2010 (the “Custody Agreement”), is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bank, National Association, a national banking association (the “Custodian”).

EXPENSE LIMITATION AGREEMENT KEYSTONE MUTUAL FUNDS
Expense Limitation Agreement • September 1st, 2009 • Keystone Mutual Funds

This EXPENSE LIMITATION AGREEMENT, is made as of June 8, 2006 by and between Cornerstone Capital Management, LLC (the “Adviser”) and Keystone Mutual Funds on behalf of its series Keystone Large Cap Growth Fund (the “Fund”).

AGREEMENT AND DECLARATION OF TRUST of KEYSTONE MUTUAL FUNDS a Delaware Statutory Trust (formed as of April 4, 2006)
Agreement and Declaration • April 14th, 2006 • Keystone Mutual Funds

AGREEMENT AND DECLARATION OF TRUST made as of this 4th day of April, 2006, by the Trustees hereunder, and by the holders of Shares to be issued by the Trust hereunder as hereinafter provided.

AGREEMENT BETWEEN JOINTLY INSURED PARTIES
Agreement Between Jointly Insured Parties • September 20th, 2011 • Keystone Mutual Funds

This Agreement is made as of March 8, 2011 and amended as of September 19, 2011, by and between Keystone Mutual Funds (the “Fund”), Cornerstone Capital Management, Inc., Cornerstone Capital Management, Inc. Retirement Savings Plan and Cornerstone Capital Management, Inc. Nonqualified Deferred Compensation Plan (collectively, the “Insureds”).

KEYSTONE MUTUAL FUNDS SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 26th, 2012 • Keystone Mutual Funds

THIS SECOND AMENDMENT, effective as of the 1ST day of July, 2012, to the Fund Accounting Servicing Agreement dated as of June 29, 2006, as amended March 23, 2010 (the “Fund Accounting Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

CUSTODY AGREEMENT
Custody Agreement • April 14th, 2006 • Keystone Mutual Funds • Ohio

THIS AGREEMENT is made and entered into this day of , 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 14th, 2006 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this day of , 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 19th, 2006 • Keystone Mutual Funds

This EXPENSE LIMITATION AGREEMENT, is made as of June 8, 2006 by and between Cornerstone Capital Management, LLC (the “Adviser”) and Keystone Mutual Funds on behalf of its series Keystone Large Cap Growth Fund (the “Fund”).

KEYSTONE MUTUAL FUNDS FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 31st, 2010 • Keystone Mutual Funds

THIS FIRST AMENDMENT, effective as of the 23RD day of March, 2010, to the Fund Administration Servicing Agreement dated as of June 29, 2006, (the “Fund Administration Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • August 31st, 2010 • Keystone Mutual Funds

THIS FIRST AMENDMENT dated as of this 23RD day of March, 2010, to the Distribution Agreement (the “Agreement”), dated as of June 29, 2006, is entered into by and among Keystone Mutual Funds, a Delaware business trust, (the “Trust”), Cornerstone Capital Management, Inc., a Minnesota corporation (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 31st, 2010 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 29th day of June, 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 31st, 2010 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 29th day of June, 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). CORNERSTONE CAPITAL MANAGEMENT, a Minnesota corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 31st, 2010 • Keystone Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 29th day of June, 2006, by and between KEYSTONE MUTUAL FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 26th, 2012 • Keystone Mutual Funds

THIS SECOND AMENDMENT, effective as of the 1ST day of July, 2012, to the Fund Administration Servicing Agreement dated as of June 29, 2006, as amended March 23, 2010 (the “Fund Administration Agreement”) is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

KEYSTONE MUTUAL FUNDS FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • August 31st, 2010 • Keystone Mutual Funds

THIS FIRST AMENDMENT, effective as of the 23RD day of March, 2010, to the Custody Agreement dated as of June 29, 2006, (the “Custody Agreement”), is entered into by and between Keystone Mutual Funds, a Delaware business trust (the “Trust”) and U.S. Bank, National Association, a national banking association (the “Custodian”).

KEYSTONE MUTUAL FUNDS SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • October 26th, 2012 • Keystone Mutual Funds

THIS SECOND AMENDMENT dated as of this 1st day of July, 2012, to the Distribution Agreement (the “Agreement”), dated as of June 29, 2006, as amended March 23, 2010, is entered into by and among Keystone Mutual Funds, a Delaware business trust, (the “Trust”), Cornerstone Capital Management, Inc., a Minnesota corporation (the “Advisor”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

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