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AMENDMENT
TO
SUB-ADVISORY AGREEMENT
WHEREAS, GAMCO Investors, Inc. is a party to an investment sub-advisory
agreement with MainStay Management Inc. ("MainStay Management"), on behalf of
the MainStay Blue Chip Growth Fund series of The MainStay Funds, dated May 31,
1998 (the "Agreement");
WHEREAS, MainStay Management has converted from a corporation to a
limited liability company under Delaware law;
WHEREAS, the Board of Trustees of The MainStay Funds at its meeting on
September 13, 1999 approved an amendment to the Agreement to reflect the
conversion of MainStay Management to a limited liability company; and
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Agreement is hereby amended to
delete each reference to MainStay Management in its entirety and replace
it with MainStay Management LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers and attested as of the 1st day of
October, 1999.
MainStay Management LLC
By:
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Attest
By:
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Title Title
GAMCO Investors, Inc.
By:
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Attest
By:
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Title Title
