THE MAINSTAY FUNDS MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
Exhibit d 3 a
THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST
MAINSTAY VP FUNDS TRUST
AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT
This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 28th day of February, 2018, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay ▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (the “Subadvisor”).
WHEREAS, the Manager and the Subadvisor are parties to the Amended and Restated Subadvisory Agreement, dated January 1, 2018 (“Agreement”); and
WHEREAS, the parties hereby wish to amend the Subadvisory Agreement to (i) reflect revised subadvisory fees with respect to the MainStay Income Builder Fund, the MainStay MacKay Emerging Markets Equity Fund, the MainStay MacKay High Yield Corporate Bond Fund, the MainStay MacKay High Yield Municipal Bond Fund and the MainStay MacKay Tax Free Bond Fund; and (ii) change the names of certain Funds as follows:
| Former Name |
New Name
|
| MainStay California Tax Free Opportunities Fund | MainStay MacKay California Tax Free Opportunities Fund |
| MainStay Common Stock Fund | MainStay MacKay Common Stock Fund |
| MainStay Convertible Fund | MainStay MacKay Convertible Fund |
| MainStay Cornerstone Growth Fund | MainStay MacKay Growth Fund |
| MainStay Emerging Markets Debt Fund | MainStay MacKay Emerging Markets Debt Fund |
| MainStay Emerging Markets Equity Fund | MainStay MacKay Emerging Markets Equity Fund |
| MainStay Government Fund | MainStay MacKay Government Fund |
| MainStay High Yield Corporate Bond Fund | MainStay MacKay High Yield Corporate Bond Fund |
| MainStay High Yield Municipal Bond Fund | MainStay MacKay High Yield Municipal Bond Fund |
| MainStay International Equity Fund | MainStay MacKay International Equity Fund |
| MainStay International Opportunities Fund | MainStay MacKay International Opportunities Fund |
| MainStay New York Tax Free Opportunities Fund | MainStay MacKay New York Tax Free Opportunities Fund |
| MainStay S&P 500 Index Fund | MainStay MacKay S&P 500 Index Fund |
| MainStay Short Duration High Yield Fund | MainStay MacKay Short Duration High Yield Fund |
| MainStay Tax Advantaged Short Term Bond Fund | MainStay MacKay Tax Advantaged Short Term Bond Fund |
| MainStay Tax Free Bond Fund | MainStay MacKay Tax Free Bond Fund |
| MainStay Total Return Bond Fund | MainStay MacKay Total Return Bond Fund |
| MainStay U.S. Equity Opportunities Fund | MainStay MacKay U.S. Equity Opportunities Fund |
| MainStay Unconstrained Bond Fund | MainStay MacKay Unconstrained Bond Fund |
NOW, THEREFORE, the parties agree as follows:
| (i) | Effective February 28, 2018, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto. |
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers and attested effective as of the date first written above.
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
| Attest: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | By: | /s/ Yie-▇▇▇▇ ▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | Name: | Yie-▇▇▇▇ ▇▇▇▇ | ||
| Title: | Director and Associate General Counsel | Title: | Chief Executive Officer |
MACKAY ▇▇▇▇▇▇▇ LLC
| Attest: | /s/ ▇▇▇▇▇ ▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇ |
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
||
| Title: | General Counsel |
Title: | President |
| 2 |
SCHEDULE A
(As of February 28, 2018)
As compensation for services provided by Subadvisor, the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:
| Fund / Portfolio | Annual Rate on allocated assets |
| The MainStay Funds | |
|
MainStay Income Builder Fund (investment sleeve)*
|
0.32% on assets up to $500 million; 0.2875% on assets from $1 billion to $5 billion; and
|
| MainStay MacKay Common Stock Fund* | 0.275% on assets up to $500 million; 0.2625% on assets from $500 million to $1 billion; and 0.25% on assets over $1 billion |
| MainStay MacKay Convertible Fund* | 0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; and 0.25% on assets over $1 billion |
| MainStay MacKay Emerging Markets Debt Fund |
0.35% on assets up to $500 million; and 0.325% on assets over $500 million
|
| MainStay MacKay Government Fund* |
0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and
|
| MainStay MacKay High Yield Corporate Bond Fund |
0.30% on assets up to $500 million; 0.25% on assets from $7 billion to $10 billion; and
|
| MainStay MacKay International Equity Fund* |
0.445% on assets up to $500 million; and 0.425% on assets over $500 million
|
| MainStay MacKay Tax Free Bond Fund* | 0.225% on assets up to $500 million; 0.2125% on assets from $500 million to $1 billion; 0.20% on assets from $1 billion to $5 billion; and 0.195% on assets over $5 billion |
| MainStay MacKay Unconstrained Bond Fund |
0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion
|
| MainStay Funds Trust | |
|
MainStay Absolute Return Multi-Strategy Fund*
Cornerstone sleeve
|
0.375%
0.625% |
| MainStay Balanced Fund (investment sleeve) |
0.35% on assets up to $1 billion; 0.325% on assets from $1 billion to $2 billion; and 0.30% on assets over $2 billion
|
| MainStay MacKay California Tax Free Opportunities Fund* |
0.25% on all assets
|
|
MainStay MacKay Emerging Markets Equity Fund*
|
0.50% on assets up to $1 billion; and
|
| MainStay MacKay Growth Fund* |
0.35% on assets up to $500 million; 0.325% on assets from $500 million to $1 billion; 0.3125% on assets from $1 billion to $2 billion; and 0.30% on assets over $2 billion
|
| MainStay MacKay High Yield Municipal Bond Fund* |
0.275% on assets up to $1 billion; 0.27% on assets from $1 billion to $3 billion; 0.265% on assets from $3 billion to $5 billion; and
|
| MainStay MacKay International Opportunities Fund* | 0.55% on all assets |
| MainStay MacKay New York Tax Free Opportunities Fund* | 0.25% on all assets |
| MainStay MacKay S&P 500 Index Fund* | 0.08% on assets up to $2.5 billion; and 0.075% on assets over $2.5 billion |
| MainStay MacKay Short Duration High Yield Fund* | 0.325% on all assets |
| MainStay MacKay Tax Advantaged Short Term Bond Fund* | 0.225% on all assets |
| MainStay MacKay Total Return Bond Fund* |
0.25% up to $1 billion; 0.2375% from $1 billion to $3 billion; and 0.2325% over $3 billion
|
| MainStay MacKay U.S. Equity Opportunities Fund* | 0.50% on assets up to $1 billion; and 0.4875% on assets over $1 billion |
| MainStay VP Funds Trust | |
|
MainStay VP Absolute Return Multi-Strategy Portfolio* (MacKay investment sleeve)
Cornerstone investment sleeve
|
0.375%
0.625% |
| MainStay VP Balanced Portfolio (investment sleeve) |
0.35% on assets up to $1 billion;
|
| Fund / Portfolio | Annual Rate on allocated assets |
| MainStay VP Common Stock Portfolio |
0.275% on assets up to $500 million; 0.2625% on assets from $500 million to $1 billion; and 0.25% on assets over $1 billion
|
| MainStay VP Convertible |
0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion 0.25% on assets over $1 billion
|
| MainStay VP Cornerstone Growth Portfolio |
0.35% on assets up to $500 million; 0.325% on assets from $500 million to $1 billion; 0.3125% on assets from $1 billion to $2 billion; 0.30% on assets over $2 billion
|
| MainStay VP Emerging Markets Equity Portfolio* |
0.525% on assets up to $1 billion; 0.5125% on assets over $1 billion
|
| MainStay VP Government Portfolio |
0.25% on assets up to $500 million;
|
| MainStay VP High Yield Corporate Bond Portfolio |
0.285% on assets up to $1 billion; 0.2625% on assets over $5 billion
|
| MainStay VP Income Builder Portfolio (investment sleeve) |
0.285% on assets up to $1 billion; and 0.275% on assets over $1 billion
|
| MainStay VP International Equity Portfolio |
0.445% on assets up to $500 million; and 0.425% on assets over $500 million
|
| MainStay VP Mid Cap Core Portfolio* |
0.425% on assets up to $1 billion; and
|
| MainStay VP S&P 500 Index Portfolio* |
0.08% on assets up to $2.5 billion; and
|
| MainStay VP Small Cap Core Portfolio* |
0.425% on assets up to $1 billion; and 0.40% on assets over $1 billion
|
| MainStay VP Unconstrained Bond Portfolio |
0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion
|
The portion of the fee based upon the average daily net assets of the respective Fund / Portfolio shall be accrued daily at the rate of l/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund / Portfolio. Payment will be made to the Subadvisor on a monthly basis.
* The Manager has agreed to waive a portion of the Fund’s/Portfolio’s management fee or reimburse the expenses of the appropriate class of the Fund/Portfolio so that the class total ordinary operating expenses do not exceed certain amounts. These waivers or expense limitations may be changed with Board approval. To the extent the Manager has agreed to waive its management fee or reimburse expenses, the Subadvisor, upon reasonable prior notice from the Manager, has voluntarily agreed to waive or reimburse its fee in proportion to the percentage of the total subadvisory fee that the Subadvisor earns.