EX-99.D2(O) 42 v209868_exd2o.htm
Exhibit d 2 (o)

THE MAINSTAY FUNDS

AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
 
This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 1st day of August 2010, between New York Life Investment Management LLC, (the “Manager”) and MacKay Shields LLC, (the Subadvisor”).
 
WHEREAS, the Manager and the Subadvisor are parties to an Amended and Restated Subadvisory Agreement, dated August 1, 2008 as amended (the “Subadvisory Agreement”); and

WHEREAS, the parties hereby wish to amend the Subadvisory Agreement to reflect a revisions to the subadvisory fee for MainStay High Yield Corporate Bond Fund.
 
NOW, THEREFORE, the parties agree as follows:
 
 
(i)
Effective August 1, 2010, 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/ Kevin M. Bopp
  
By:
/s/ Stephen P. Fisher
Name:
Kevin M. Bopp
    
Name:
Stephen P. Fisher
Title:
Vice President & Assistant
    
Title:
Senior Managing Director
 
General Counsel
      
   

MACKAY SHIELDS LLC

Attest:
/s/ Ellen Metzger
  
By:
/s/ Lucille Protas
Name:
Ellen Metzger
    
Name:
Lucille Protas
Title:
Senior Managing Director and General
    
Title:
Acting Chief Executive Officer
 
Counsel
        

 
 
 

SCHEDULE A
(As of August 1, 2010)

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
     
Convertible Fund *
  
0.300% up to $500 million;
0.275% from $500 million to $1 billion; and
0.250% in excess of $1 billion
     
Diversified Income Fund *
  
0.300%
     
Global High Income Fund *
  
0.350%
     
Government Fund *
  
0.300% up to $1 billion; and
0.275% in excess of $1 billion
     
High Yield Corporate Bond Fund
  
0.300% up to $500 million;
0.275% from $500 million to $5 billion
0.2625% from $5 billion to $7 billion; and
0.250% in excess of $7 billion
     
Income Builder Fund*,
(Formerly Total Return Fund)
  
0.320% up to $500 million; and
0.300% in excess of $500 million**
     
International Equity Fund *
  
0.600%
     
Tax Free Bond Fund *
  
0.250% up to $500 million;
0.2375% from $500 million to $1 billion; and
0.225% in excess of $1 billion
 
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.

Payment will be made to the Subadvisor on a monthly basis.

* For certain Funds listed above, the Manager has 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 expense limitations may be changed with Board approval.  To the extent the Manager has agreed to waive its management fee or reimburse expenses, MacKay Shields, as Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee proportionately.
 
 
**MacKay Shields manages the fixed income portion of the Income Builder Fund (formerly Total Return Fund).  The annual rate is based on the percentage of MacKay Shields’ Allocated Assets constituting the Series’ average daily net assets.