MainStay CBRE Global Infrastructure Megatrends Term Fund Sample Contracts

MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of December 15, 2020, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU

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MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS
Master Selected Dealers Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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AGREEMENT AND DECLARATION OF TRUST of MainStay CBRE Global Infrastructure Megatrends Fund (a Delaware Statutory Trust) Dated as of September 17, 2021
Agreement and Declaration of Trust • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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MAINSTAY CBRE GLOBAL INFRASTRUCTURE MEGATRENDS FUND FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • September 27th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

This Subadvisory Agreement, made as of the __ day of October, 2021 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and CBRE Investment Management Listed Real Assets LLC, a Delaware limited liability company (the “Subadvisor”).

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MainSTay CBRE GLOBAL INFRASTRUCTURE MEGATRENDS FUND FORM OF MANAGEMENT AGREEMENT
Management Agreement • September 27th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

This Management Agreement is hereby made as of the _____ day of October, 2021 (the “Agreement”) between MainStay CBRE Global Infrastructure Megatrends Fund, a Delaware statutory trust (the “Fund”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

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FEE AGREEMENT
Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the “Underwriting Agreement”), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”), New York Life Investment Management LLC (the "Advisor"), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor, the “Companies”) and each of the underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

This agreement is between New York Life Investment Management LLC (the “Manager”), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Manager, each a "Company" and, collectively, the "Companies") and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”).

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Shares MAINSTAY CBRE GLOBAL INFRASTRUCTURE MEGATRENDS FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Administration Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

We refer to the Underwriting Agreement dated [PRICING DATE] (the “Underwriting Agreement”) among the Fund, the Manager, the Subadvisor and Morgan Stanley & Co. LLC and [NAME], as representatives of the several Underwriters listed in Schedule I thereto; capitalized terms being used herein as therein defined. We hereby exercise an option to purchase [NUMBER OF SHARES AS TO WHICH OPTION IS BEING EXERCISED] Additional Shares, on the basis of the representations and warranties contained in the Underwriting Agreement, and subject to its terms and conditions. Such Additional Shares will be purchased on [OPTION CLOSING DATE] (which shall be an Option Closing Date) at the offices of Clifford Chance US LLP, New York, New York, at 10:00 A.M. (New York City time). This option exercise is without prejudice to the Underwriters’ right under the Underwriting Agreement to exercise one or more options covering some or all of the remaining Additional Shares.

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FEE AGREEMENT
Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the “Underwriting Agreement”), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”), New York Life Investment Management LLC (the "Advisor"), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor, the "Companies") and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares, as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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AMENDMENT NO. 2 TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • September 27th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • 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”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 27th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund

This Subscription Agreement is hereby made as of the 17th day of September, 2021, by and between MainStay CBRE Global Infrastructure Megatrends Fund, a Delaware statutory trust (“Trust”), and New York Life Investment Management Holdings LLC (“Subscriber”).

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Second Amendment to Transfer Agency and Service Agreement
Agency and Service Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund

This Second Amendment (“Amendment”) effective as of September 17, 2021 (the “Effective Date”) by and among and each of the MainStay Funds listed on Schedule E attached hereto, as may be amended from time to time (“Schedule E”) (each such investment company, a “Fund” and, collectively, the “Funds”), Computershare Inc. (“Computershare”), and Computershare Trust Company, N.A. (the “Trust Company, together with Computershare, the “Transfer Agent”), and amends the Transfer Agency and Service Agreement dated June 26, 2012, as amended (together with the Schedules thereto, collectively the "Agreement") among the Funds, Computershare, and the Trust Company. All capitalized terms not otherwise defined in this Amendment shall have the same meanings as set forth in the existing Agreement.

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FEE AGREEMENT
Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the “Underwriting Agreement”), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”), New York Life Investment Management LLC (the "Advisor"), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor, the "Companies") and each of the Underwriters named in Schedule I thereto (the “Underwriters”), with respect to the issue and sale of the Fund’s Common Shares (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the “Underwriting Agreement”), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”), New York Life Investment Management LLC (the “Advisor”), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor, the "Companies") and each of the Underwriters named in Schedule I therein (the “Underwriters”), with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the “Underwriting Agreement”), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the “Fund”), New York Life Investment Management LLC (the "Advisor"), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor the “Companies”) and each of the Underwriters named in Schedule I therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October 29, 2021 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”), New York Life Investment Management LLC (the “Investment Manager”) and CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Investment Manager, the "Companies").

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FEE AGREEMENT
Fee Agreement • October 26th, 2021 • MainStay CBRE Global Infrastructure Megatrends Fund • New York

Reference is made to the Underwriting Agreement dated October 26, 2021 (the "Underwriting Agreement"), by and among MainStay CBRE Global Infrastructure Megatrends Fund (the "Fund"), New York Life Investment Management LLC (the "Advisor"), CBRE Investment Management Listed Real Assets LLC (the "Subadvisor" and together with the Advisor, the "Companies"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund's common shares of beneficial interest, $0.001 par value per share (the "Common Shares"), as described therein (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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AGREEMENT AND DECLARATION OF TRUST of MainStay CBRE Global Infrastructure Megatrends Term Fund (a Delaware Statutory Trust) Dated as of September 17, 2021
Agreement and Declaration of Trust • January 29th, 2024 • MainStay CBRE Global Infrastructure Megatrends Term Fund

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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