Mainstay Funds Trust Sample Contracts

FORM OF CUSTODY AGREEMENT
Custody Agreement • March 30th, 2015 • Mainstay Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 16th day of June, 2014, by and between MAINSTAY FUNDS TRUST, a Delaware statutory 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 (the “Custodian”).

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MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • October 25th, 2023 • Mainstay Funds Trust

This Amended and Restated Subadvisory Agreement is effective as of the 10th day of February, 2023 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and IndexIQ Advisors LLC, a Delaware limited liability company (the “Subadvisor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 23rd, 2023 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of February 28, 2023, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

MAINSTAY FUNDS TRUST INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • September 12th, 2016 • Mainstay Funds Trust • New York

This Interim Subadvisory Agreement is made as of the 29th day of July, 2016 (the “Agreement”), 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”).

THE MAINSTAY FUNDS MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • June 26th, 2019 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 1st day of April, 2019, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 26th, 2020 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of May 26, 2020, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • August 26th, 2021 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 26th day of April, 2021, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 26th, 2024 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 28th day of February 2024, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 22nd, 2023 • Mainstay Funds Trust • New York

This Agreement and Plan of Reorganization (“Agreement”) is made as of August 25, 2023 by and between Fiera Capital Series Trust, a Delaware statutory trust (“FCST”), on behalf of its series, the Fiera Capital U.S. Equity Long-Term Quality Fund (the “Acquired Fund”), and MainStay Funds Trust, a Delaware statutory trust (“MainStay Funds”), on behalf of its series, MainStay PineStone U.S. Equity 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 4.4, 5.11, and 8.2; Fiera Capital Inc., a Delaware corporation (“Fiera Capital”), joins this Agreement solely for purposes of paragraphs 3.2, 4.3 and 8.2; and PineStone Asset Management Inc., a Canadian corporation (“PineStone”), joins this Agreement solely for purposes of paragraphs 4.5 and 8.2.

THE MAINSTAY FUNDS MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 25th, 2020 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 26th day of February, 2020, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

MainSTay Funds Trust AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 29th, 2014 • Mainstay Funds Trust • New York

This Management Agreement is hereby made as of the 28th day of February, 2012 (the “Agreement”) between the MainStay Funds Trust, a Delaware business trust (the “Trust”), further amended from time to time, on behalf of its series as set forth on Schedule A (each, a “Fund,” and collectively, the “Funds”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • October 25th, 2023 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 28th day of February 2022, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 25th, 2023 • Mainstay Funds Trust

made as of September 8, 2023, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 22nd, 2018 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of May 22, 2018, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 26th, 2019 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of June 21, 2019, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

MAINSTAY FUNDS TRUST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 26th, 2024 • Mainstay Funds Trust

This Amendment to the Amended and Restated Management Agreement is hereby made as of the 28th day of February, 2024, between the MainStay Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its series as set forth on Schedule A (each, a “Fund,” and collectively, the “Funds”) and New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”).

MainStay Funds Trust
Mainstay Funds Trust • February 29th, 2016
AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 25th, 2023 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 26th day of October, 2021, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2013 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated February 28, 2012, between The MainStay Funds, MainStay Funds Trust, Eclipse Funds, and Eclipse Funds Inc. (each a “Company” and collectively, the “Companies”), on behalf of each series of the Companies (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Adviser”)(“Agreement”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 23rd, 2023 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 1st day of January, 2023, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • August 26th, 2021 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 1st day of May, 2021, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 28th, 2023 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 24th day of July, 2023, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

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AMENDMENT NO. 2 TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 30th, 2021 • Mainstay Funds Trust • New York

This Amendment is made on Sept. 9, 2021, to the Global Custody Agreement dated June 22, 2020, as amended from time to time (the Agreement”), between JPMorgan Chase Bank, National Association J.P. Morgan and each of the investment companies listed on Annex B to the Agreement, on behalf of itself and of each series or portfolio listed under its name on Annex B, as applicable, severally and not jointly (each , a “Fund”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 26th, 2024 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 28th day of February, 2024, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 26th, 2019 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of June 28, 2019, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts as set forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 30th, 2021 • Mainstay Funds Trust

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 28th day of August, 2021, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

THE MAINSTAY FUNDS MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2018 • Mainstay Funds Trust • New York

This Amended and Restated Subadvisory Agreement, is effective as of the 1st day of January, 2018 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2011 • Mainstay Funds Trust • New York

AGREEMENT made as of this 10th day of November, 2009 between the MainStay Funds Trust, a Delaware business trust (the “Trust”), and NYLIFE DISTRIBUTORS LLC, a Limited Liability company (the “Distributor”).

MAINSTAY FUNDS TRUST FORM OF SUBADVISORY AGREEMENT
Mainstay Funds Trust • April 19th, 2023 • Mainstay Funds Trust

This Subadvisory Agreement, is effective as of the 30th day of May, 2023 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Fiera Capital Inc., a corporation incorporated under the laws of Delaware (the “Subadvisor”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 28th, 2023 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 28th day of August, 2023, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

AMENDMENT NO. 1 TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 30th, 2021 • Mainstay Funds Trust • New York

This Amendment is made on May 1, 2021, to the Global Custody Agreement dated June 22, 2020, as amended from time to time (the Agreement”), between JPMorgan Chase Bank, National Association J.P. Morgan and each of the investment companies listed on Annex B to the Agreement, on behalf of itself and of each series or portfolio listed under its name on Annex B, as applicable, severally and not jointly (each , a “Fund”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 7th, 2022 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is effective as of the 28th day of February, 2022, by and among The MainStay Funds, a Massachusetts business trust, and MainStay VP Funds Trust and MainStay Funds Trust, each 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 30 Hudson Street, Jersey City, New Jersey 07302 (“NSC”).

INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • August 10th, 2017 • Mainstay Funds Trust • New York

This Interim Subadvisory Agreement is effective as of the 9th day of January, 2017 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”), and Epoch Investment Partners, Inc., a Delaware corporation (the “Subadvisor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 27th, 2016 • Mainstay Funds Trust

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated June 30, 2016, between The MainStay Funds and MainStay Funds Trust (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts asset Forth on Schedule A (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Manager”) (“Agreement”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan • May 22nd, 2017 • Mainstay Funds Trust

This agreement is intended to be and is adopted as a plan of reorganization and liquidation (the “Plan”) within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization and liquidation will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Investor Class, Class A, Class C and Class I shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganization”), all upon the terms and conditions hereinafter set forth in this Plan.

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