Unassociated Document

This Amendment to the Subadvisory Agreement is made as of the 1st day of July (the “Amendment”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Madison Square Investors LLC, a Delaware limited liability company (the “Subadvisor”).

Effective July 1, 2011, 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.

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	ANNUAL RATE
Common Stock Fund *	0.275% up to $500 million; 0.2625% from $500 million to $1 billion; and 0.250% in excess of $1 billion
Equity Index Fund* International Equity Fund*	0.125% up to $1 billion; 0.1125% from $1 billion to $3 billion; and 0.100% in excess of $3 billion 0.45% on assets up to $500 million; and 0.425% on assets in excess of $500 million

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

* For certain Funds listed above, the Manager has either contractually or voluntarily agreed to waive a portion of each Fund’s management fee or reimburse the expenses of the appropriate class of the Fund so that the class’ total ordinary operating expenses do not exceed certain amounts. These waivers or reimbursements may be changed with Board approval. To the extent NYLIM has agreed to waive its management fee or reimburse expenses, Madison Square Investors LLC, as Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee proportionately.

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 1st day of July, 2011 by and between New York Life Investment Management LLC, a Delaware limited liability company (“New York Life Investments”), MacKay Shields LLC, a Delaware limited liability company (“MacKay”) and Madison Square Investors LLC, a Delaware limited liability company, and is approved by The MainStay Funds (the “Trust”), a Massachusetts business trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS, New York Life Investments and the Trust are parties to an Investment Advisory Agreement (the “Advisory Agreement”) with respect to each of the Trust’s separate investment series (the “Funds”), including the International Equity Fund (the "Fund"); and

WHEREAS, New York Life Investments and MacKay are parties to an Amended and Restated Subadvisory Agreement (the “MacKay Subadvisory Agreement”) with respect to certain of the Trust’s separate investment series, including the Fund; and

WHEREAS, as the result of a proposed reallocation of investment management services between MacKay and MSI with respect to the Fund, MacKay has informed the Trust that MacKay no longer intends to provide subadvisory services to the Fund under the MacKay Subadvisory Agreement and that MacKay wishes to assign all of its duties and obligations under the MacKay Subadvisory Agreement to MSI and have MSI assume the role of subadviser to the Fund; and

WHEREAS, MSI has indicated its willingness to accept such assignment and to assume MacKay’s duties and obligations under the MacKay Subadvisory Agreement, subject to a revised fee schedule between MSI and New York Life Investments; and

WHEREAS, MSI currently serves as a subadviser to certain other funds in the Trust pursuant to a Subadvisory Agreement between New York Life Investments and MSI (the “MSI Subadvisory Agreement”) and MSI possesses the personnel, resources and expertise necessary in order to serve as a subadviser to the Fund; and

WHEREAS, certain employees of MacKay currently having responsibility for the investment management and oversight of the Fund will become employees of MSI in connection with the proposed assignment; and

WHEREAS, MacKay and MSI are deemed to be affiliates of one another for purposes of the 1940 Act due to the fact that they are under the common control of New York Life Investment Management Holdings LLC, and the assignment contemplated hereunder is being made in reliance upon Rule 2a-6 under the 1940 Act; and

WHEREAS, at a meeting of the Board of Trustees of the Trust held on June 29, 2011, the Fund was approved by action of the Board to be added to the MSI Subadvisory Agreement in connection with the assignment and assumption contemplated herein, subject to the revised fee schedule with respect to the Fund;

1. ASSIGNMENT. MacKay hereby assigns to MSI all of MacKay’s duties and obligations with respect to the provision of subadvisory services to the Fund under the MacKay Subadvisory Agreement.

2. ASSUMPTION. MSI, intending to be legally bound, hereby agrees to assume all of the duties and obligations of MacKay with respect to the provision of subadvisory services to the Fund as applicable to MacKay under the MacKay Subadvisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the Fund.

3. REPRESENTATIONS OF MACKAY. MacKay represents and warrants that: (i) all action required of MacKay to assign its duties and obligations under the MacKay Subadvisory Agreement with respect to the provision of subadvisory services to the Fund has been taken, and (ii) this Agreement creates a valid and binding agreement enforceable against MacKay in accordance with its terms.

4. REPRESENTATIONS OF MSI. MSI represents and warrants that: (i) MSI is registered as an investment adviser with the U. S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and its registration is currently in full force and effect; (ii) MSI is capable and is legally empowered to assume the duties and obligations being assigned to it hereunder and to act as a subadviser to the Fund; (iii) all action required of MSI to assume the duties and obligations being assigned to it hereunder has been taken, and (iv) this Agreement creates a valid and binding agreement enforceable against MSI in accordance with its terms.

5. AGREEMENT AND CONSENT OF NEW YORK LIFE INVESTMENTS. New York Life Investments agrees with all actions taken and to be taken under this Agreement and consents to any and all requisite amendments and modifications to the MacKay Subadvisory Agreement, the MSI Subadvisory Agreement, and the Advisory Agreement.

IN WITNESS WHEREOF, New York Life Investments, MacKay and MSI hereby execute this Agreement as of the day and year first above written.