UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 155

AND

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 158

THE MAINSTAY FUNDS

(exact name of registrant as specified in charter)

51 MADISON AVENUE,

NEW YORK, NEW YORK 10010

(address of principal executive office)
REGISTRANT’S TELEPHONE NUMBER: (212) 576-7000

Copy to:


J. Kevin Gao, Esq. The MainStay Funds 30 Hudson Street Jersey City, NJ 07302	Thomas C. Bogle, Esq. Corey F. Rose, Esq. Dechert LLP 1900 K Street, NW Washington, DC 20006

NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No.155 to the Registration Statement on Form N-1A (File No. 033-02610) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 155 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 155 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 155 shall become effective upon filing with the SEC.

ITEM 28. EXHIBITS

a. Declaration of Trust

1. Fifth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest, Par Value $.01 Per Share dated October 26, 1992 — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 16*

2. Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 11*

3. Form of Establishment and Designation of Additional Series of shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(b) to Post-Effective Amendment No. 23*

4. Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(e) to Post-Effective Amendment No. 28*

5. Form of Establishment and Designation of an Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(g) to Post-Effective Amendment No. 35 on February 26, 1997*

6. Establishment and Designation of an Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(h) to Post-Effective Amendment No. 38 on August 8, 1997*

7. Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $.01 Per Share — Previously filed as Exhibit 1(i) to Post-Effective Amendment No. 47*

8. Establishment and Designations of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(10) to Post-Effective Amendment No. 51 on April 30, 1999*

9. Establishment and Designations of Additional Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(11) to Post-Effective Amendment No. 51 on April 30, 1999*

10. Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(11) to Post-Effective Amendment No. 55 on March 1, 2001*

11. Form of Establishment and Designation of Additional Series of Shares of Beneficial Interest, Par Value $0.01 Per Share relating to the Mainstay U.S. Large Cap Equity Fund — Previously filed as Exhibit (a)(12) to Post-Effective Amendment No. 58 on December 20, 2001*

12. Establishment and Designation of Classes of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(13) to Post-Effective Amendment No. 65 on December 31, 2003*

13. Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(14) to Post-Effective Amendment No. 65 on December 31, 2003*

14. Abolition of Series of Shares of Beneficial Interest, Par Value $0.01 per Share — Previously filed as Exhibit (a) (15) to Post-Effective Amendment No. 65 on December 31, 2003*

15. Establishment and Designation of Additional Series and Classes of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(16) to Post-Effective Amendment No. 74 on March 15, 2005*

16. Abolition of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a) (17) to Post-Effective Amendment No. 74 on March 15, 2005*

17. Abolition of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a) (18) to Post-Effective Amendment No. 74 on March 15, 2005*

18. Abolition of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a) (19) to Post-Effective Amendment No. 74 on March 15, 2005*

19. Establishment and Designation of Additional Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(20) to Post-Effective Amendment No. 80 on April 7, 2006*

20. Establishment and Designation of Additional Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit 1(u) to Registrant’s Form N-14 filed with the Commission on August 10, 2007*

21. Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share — Previously filed as Exhibit (a)(22) to Post-Effective Amendment No. 93 on February 22, 2008*

22. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Small Cap Value) — Previously filed as Exhibit (a)(23) to Post-Effective Amendment No. 106 on December 17, 2010*

23. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Institutional Bond) — Previously filed as Exhibit (a)(24) to Post-Effective Amendment No. 106 on December 17, 2010*

24. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Value) — Previously filed as Exhibit (a)(25) to Post- Effective Amendment No. 106 on December 17, 2010*

25. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Mid Cap Growth) —Previously filed as Exhibit (a)(26) to Post-Effective Amendment No. 106 on December 17, 2010*

26. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Small Cap Growth) — Previously filed as Exhibit (a)(27) to Post-Effective Amendment No. 106 on December 17, 2010*

27. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Mid Cap Value) — Previously filed as Exhibit (a)(28) to Post-Effective Amendment No. 106 on December 17, 2010*

28. Abolition of Series of Shares Of Beneficial Interest, Par Value $0.01 Per Share (Capital Appreciation) — Previously filed as Exhibit (a)(29) to Post-Effective Amendment No. 106 on December 17, 2010*

29. Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share (Total Return) — Previously filed as Exhibit (a)(30) to Post-Effective Amendment No. 106 on December 17, 2010*

30. Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share (Flexible Bond Opportunities) — Previously filed as Exhibit (a)(31) to Post-Effective Amendment No. 120 on June 17, 2013*

31. Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (Class R3) dated December 2015 — Previously filed as Exhibit (a)(32) to Post-Effective Amendment No. 129 on February 29, 2016*

32. Declaration of Trust dated January 9, 1986, as amended and restated August 19, 2016 — Previously filed as Exhibit (a)(3) to Post-Effective Amendment No. 131 on September 12, 2016*

33. Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share (Global High Income and MAP) — Previously filed as Exhibit (a)(34) to Post-Effective Amendment No. 137 on August 10, 2017*

34. Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (Class T) — Previously filed as Exhibit (a)(35) to Post-Effective Amendment No. 137 on August 10, 2017*

35. Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share effective February 28, 2018 — Previously filed as Exhibit (a)(36) to Post-Effective Amendment No. 139 on February 28, 2018*

36. Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (SIMPLE Class) – Previously filed as Exhibit (a)(36) to Post-Effective Amendment No. 152 on August 31, 2020*

37. Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (Class C2) – Previously filed as Exhibit (a)(37) to Post-Effective Amendment No. 152 on August 31, 2020*

b. By-Laws

1. Amended and Restated By-Laws dated June 4, 2015 — Previously filed as Exhibit (b)(1) to Post-Effective Amendment No. 129 on February 29, 2016*

2. Amended and Restated By-Laws dated June 24, 2020 – Previously filed as Exhibit (b)(1) to Post-Effective Amendment No. 151 on June 26, 2020*

c. Instruments Defining Rights of Security Holders

1. See the Declaration of Trust, as amended and supplemented from time to time and the Amended and Restated By-Laws dated June 4, 2015 (See above)

d. Investment Advisory Contracts

1. Amended and Restated Management Agreement dated February 27, 2015 between The MainStay Funds and New York Life Investment Management LLC — Previously filed as Exhibit (d)(1) to Post-Effective Amendment No. 126 on February 27, 2015*

(a) Amendment dated February 28, 2017 — Previously filed as Exhibit (d)(1)(a) to Post-Effective Amendment No. 137 on August 10, 2017*

(b) Amendment dated February 28, 2018 — Previously filed as Exhibit (d)(1)(b) to Post-Effective Amendment No. 139 on February 28, 2018*

(c) Amendment dated February 28, 2019 — Previously filed as Exhibit (d)(1)(c) to Post-Effective Amendment No. 143 on February 15, 2019*

(d) Amendment dated June 21, 2019 — Previously filed as Exhibit (d)(1)(d) to Post-Effective Amendment No. 145 on June 21, 2019*

(e) Amendment dated February 28, 2020 – Previously filed as Exhibit (d)(1)(e) to Post-Effective Amendment No. 149 on February 25, 2020*

(f) Amendment dated August 31, 2020 – Previously filed as Exhibit (d)(1)(f) to Post-Effective Amendment No. 152 on August 31, 2020*

(g) Amendment dated February 28, 2021 – Previously filed as Exhibit (d)(1)(g) to Post-Effective Amendment No. 154 on February 24, 2021*

(h) Amendment dated March 5, 2021 – Filed herewith

2. Subadvisory Agreements

(a) Amended and Restated Sub-Advisory Agreement between New York Life Investment Management LLC and MacKay Shields LLC dated January 1, 2018 — Previously filed as Exhibit (d)(2)(a) to Post-Effective Amendment No. 139 on February 28, 2018*

i. Amendment dated February 28, 2018 — Previously filed as Exhibit (d)(2)(b) to Post-Effective Amendment No. 139 on February 28, 2018*

ii. Amendment dated May 1, 2018 — Previously filed as Exhibit (d)(2)(a)(ii) to Post-Effective Amendment No. 141 on October 22, 2018*

iii. Amendment dated May 22, 2018 — Previously filed as Exhibit (d)(2)(a)(iii) to Post-Effective Amendment No. 141 on October 22, 2018*

iv. Amendment dated November 30, 2018 — Previously filed as Exhibit (d)(2)(a)(iv) to Post-Effective Amendment No. 143 on February 15, 2019*

v. Amendment dated February 28, 2019 — Previously filed as Exhibit (d)(2)(a)(v) to Post-Effective Amendment No. 145 on June 21, 2019*

vi. Amendment dated April 1, 2019 — Previously filed as Exhibit (d)(2)(a)(vi) to Post-Effective Amendment No. 145 on June 21, 2019*

vii. Amendment dated May 1, 2019 — Previously filed as Exhibit (d)(2)(a)(vii) to Post-Effective Amendment No. 145 on June 21, 2019*

viii. Amendment dated June 21, 2019 — Previously filed as Exhibit (d)(2)(a)(viii) to Post-Effective Amendment No. 146 on August 21, 2019*

ix. Amendment dated June 28, 2019 — Previously filed as Exhibit (d)(2)(a)(ix) to Post-Effective Amendment No. 146 on August 21, 2019*

x. Amendment dated February 26, 2020 – Previously filed as Exhibit (d)(2)(a)(x) to Post-Effective Amendment No. 149 on February 25, 2020*

xi. Amendment dated February 28, 2020 – Previously filed as Exhibit (d)(2)(a)(xi) to Post-Effective Amendment No. 149 on February 25, 2020*

xii. Amendment dated August 31, 2020 – Previously filed as Exhibit (d)(2)(a)(xii) to Post-Effective Amendment No. 152 on August 31, 2020*

xiii. Amendment dated February 28, 2021 – Filed herewith

xiv. Amendment dated March 5, 2021 – Filed herewith

(b) Subadvisory Agreement between New York Life Investment Management LLC and Winslow Capital Management, Inc. dated October 1, 2014 — Previously filed as Exhibit (d)(2)(b) to Post- Effective Amendment No. 126 on February 27, 2015*

i. Amendment dated February 28, 2016 — Previously filed as Exhibit (d)(2)(b)(i) to Post-Effective Amendment No. 129 on February 29, 2016*

ii. Amendment dated February 28, 2020 – Previously filed as Exhibit (d)(2)(b)(ii) to Post-Effective Amendment No. 149 on February 25, 2020*

(c) Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated March 31, 2017 — Previously filed as Exhibit (d)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

i. Amendment dated May 8, 2017 — Previously filed as Exhibit (d)(2)(a) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

ii. Amendment dated February 28, 2019 — Previously filed as Exhibit (d)(2)(c)(ii) to Post-Effective Amendment No. 145 on June 21, 2019*

iii. Amendment dated April 1, 2019 — Previously filed as Exhibit (d)(2)(c)(iii) to Post-Effective Amendment No. 145 on June 21, 2019*

iv. Amendment dated May 1, 2019 — Previously filed as Exhibit (d)(2)(c)(iv) to Post-Effective Amendment No. 145 on June 21, 2019*

(d) Subadvisory Agreement between New York Life Investment Management LLC and Markston International LLC dated December 15, 2011 — Previously filed as Exhibit (d)(2)(g) to Post-Effective Amendment No. 116 on February 28, 2013*

(e) Subadvisory Agreement dated May 1, 2014 between New York Life Investment Management LLC and NYL Investors LLC —

Previously filed as Exhibit (d)(2)(h) to Post-Effective Amendment No. 131 on September 12, 2016*

i Amendment dated February 28, 2017 — Previously filed as Exhibit (d)(2)(h)(i) to Post-Effective Amendment No. 137 on August 10, 2017*

(f) Subadvisory Agreement between New York Life Investment Management and Candriam Luxembourg S.C.A. dated June 21, 2019 -Previously filed as Exhibit (d)(2)(f) to Post-Effective Amendment No. 149 on February 25, 2020*

(g) Subadvisory Agreement between New York Life Investment Management LLC and Wellington Management Company LLC dated March 5, 2021 – Filed herewith

e. Underwriting Contracts

1. Amended and Restated Master Distribution Agreement between the MainStay Funds and NYLIFE Distributors Inc. dated August 1, 2014

— Previously filed as Exhibit (e)(1) to Post-Effective Amendment No. 126 on February 27, 2015*

2. Form of Soliciting Dealer Agreement — Previously filed as Exhibit (e)(2) to Post-Effective Amendment No. 129 on February 29, 2016*

f. Bonus or Profit Sharing Contracts — Inapplicable

g. Custodian Agreements

1. Amended and Restated Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2011 — Previously filed as Exhibit (g)(1) to Post-Effective Amendment No. 9 to MainStay Funds Trust’s Registration Statement on February 28, 2011*

(a) Amendment dated October 21, 2013 — Previously filed as Exhibit (g)(1)(a) to Post-Effective Amendment No. 73 to MainStay Funds Trust’s Registration Statement on February 27, 2015.*

(b) Amendment to Custodian Agreement dated June 18, 2015 — Previously filed as Exhibit (g)(1)(b) to Post- Effective Amendment No. 85 to MainStay Funds Trust’s Registration Statement on August 28, 2015.*

(c) Amendment dated December 22, 2015 – Previously filed as Exhibit (g)(1)(c) to Post-Effective Amendment No. 89 to MainStay Funds Trust's Registration Statement on February 26, 2016.*

(d) Amendment dated February 29, 2016 (Retirement 2060) — Previously filed as Exhibit (g)(1)(d) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(e) Amendment dated February 29, 2016 (Appendix) — Previously filed as Exhibit (g)(1)(e) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(f) Amendment dated May 1, 2016 — Previously filed as Exhibit (g)(1)(f) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(g) Amendment dated May 1, 2016 (Appendix) — Previously filed as Exhibit (g)(1)(g) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(h) Amendment dated June 16, 2016 to the Master Custodian Agreement (appendix) — Previously filed as Exhibit (g)(1)(h) to Post-

Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(i) Amendment dated June 17, 2016 to the Master Custodian Agreement (appendix) - Previously filed as Exhibit (g)(1)(i) to Post-

Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(j) Amendment dated June 30, 2016 to the Master Custodian Agreement – Previously filed as Exhibit (g)(1)(j) to Post-Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(k) Amendment dated October 15, 2016 to the Master Custodian Agreement - Previously filed as Exhibit (g)(1)(k) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(l) Amendment dated March 13, 2017 to the Master Custodian Agreement - Previously filed as Exhibit (g)(1)(l) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(m) Amendment dated May 5, 2017 to the Master Custodian Agreement - Previously filed as Exhibit (g)(1)(m) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(n) Amendment dated August 30, 2017 to the Master Custodian Agreement – Previously filed as Exhibit (g)(1)(n) to Post-Effective Amendment No. 139 on February 28, 2018*

(o) Amendment dated November 15, 2017 to the Master Custodian Agreement – Previously filed as Exhibit (g)(1)(o) to Post-Effective Amendment No. 139 on February 28, 2018*

(p) Amendment dated February 28, 2018 – Previously filed as Exhibit (g)(1)(p) to Post-Effective Amendment No. 141 on October 22, 2018*

(q) Amendment dated May 22, 2018 – Previously filed as Exhibit (g)(1)(q) to Post-Effective Amendment No. 141 on October 22, 2018*

(r) Amendment dated July 2, 2018 – Previously filed as Exhibit (g)(1)(r) to Post-Effective Amendment No. 141 on October 22, 2018*

(s) Amendment dated September 10, 2018 – Previously filed as Exhibit (g)(1)(s) to Post-Effective Amendment No. 141 on October 22, 2018*

(t) Amendment dated November 1, 2018 – Previously filed as Exhibit (g)(1)(t) to Post-Effective Amendment No. 145 on June 21, 2019*

(u) Amendment dated February 27, 2019 – Previously filed as Exhibit (g)(1)(u) to Post-Effective Amendment No. 145 on June 21, 2019*

(v) Amendment dated April 1, 2019 – Previously filed as Exhibit (g)(1)(v) to Post-Effective Amendment No. 145 on June 21, 2019*

(w) Amendment dated May 1, 2019 – Previously filed as Exhibit (g)(1)(w) to Post-Effective Amendment No. 145 on June 21, 2019*

(x) Amendment dated June 5, 2019 – Previously filed as Exhibit (g)(1)(x) to Post-Effective Amendment No. 145 on June 21, 2019*

(y) Letter Amendment dated June 5, 2019 to the Master Custodian Agreement - Previously filed as Exhibit (g)(1)(l) to Post-Effective Amendment No. 146 on August 21, 2019*

(z) Amendment dated November 21, 2019 – Previously filed as Exhibit (g)(1)(z) to Post-Effective Amendment No. 149 on February 25, 2020*

(aa) Letter Amendment dated November 21, 2019 – Previously filed as Exhibit (g)(1)(aa) to Post-Effective Amendment No. 149 on February 25, 2020*

(bb) Amendment dated February 14, 2020 – Previously filed as Exhibit (g)(1)(bb) to Post-Effective Amendment No. 149 on February 25, 2020*

(cc) Amendment dated April 15, 2020 – Previously filed as Exhibit (g)(1)(cc) to Post-Effective Amendment No. 151 on June 26, 2020*

(dd) Amendment dated August 10, 2020 – Previously filed as Exhibit (g)(1)(dd) to Post-Effective Amendment No. 152 on August 31, 2020*

2. Amended and Restated Master Delegation Agreement with State Street Bank and Trust Company dated January 1, 2011 – Previously filed as Exhibit (g)(2) to Post-Effective Amendment No. 9 to MainStay Funds Trust’s Registration Statement on February 28, 2011.*

(a) Amendment dated October 21, 2013 – Previously filed as Exhibit (g)(2)(a) to Post-Effective Amendment No. to MainStay Funds Trust’s Registration Statement on February 27, 2015.*

(b) Amendment to Delegation Agreement dated June 18, 2015 – Previously filed as Exhibit (g)(2)(b) to Post- Effective Amendment No. 85 to MainStay Funds Trust’s Registration Statement on August 28, 2015.*

(c) Amendment dated February 29, 2016 (Retirement 2060) – Previously filed as Exhibit (g)(2)(c) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(d) Amendment dated February 29, 2016 (Appendix) – Previously filed as Exhibit (g)(2)(d) to Post-Effective Amendment No. 89 to MainStay Funds Trust's Registration Statement on February 26, 2016.*

(e) Amendment dated May 1, 2016 – Previously filed as Exhibit (g)(2)(e) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(f) Amendment dated May 1, 2016 (Appendix) – Previously filed as Exhibit (g)(2)(f) to Post-Effective Amendment No. 94 to MainStay Funds Trust’s Registration Statement on June 20, 2016.*

(g) Amendment dated June 16, 2016 to the Master Delegation Agreement (appendix) - Previously filed as Exhibit (g)(2)(g) to Post-

Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(h) Amendment dated June 17, 2016 to the Master Delegation Agreement (appendix) - Previously filed as Exhibit (g)(2)(h) to Post-

Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(i) Amendment dated June 30, 2016 to the Master Delegation Agreement - Previously filed as Exhibit (g)(2)(i) to Post-Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016.*

(j) Amendment dated October 15, 2016 to the Master Delegation Agreement - Previously filed as Exhibit (g)(2)(j) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(k) Amendment dated March 13, 2017 to the Master Delegation Agreement - Previously filed as Exhibit (g)(2)(k) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(l) Amendment dated May 5, 2017 to the Master Delegation Agreement - Previously filed as Exhibit (g)(2)(l) to MainStay Funds Trust's Post-Effective Amendment No. 115 on August 10, 2017*

(m) Amendment dated August 30, 2017 to the Master Delegation Agreement – Previously filed as Exhibit (g)(2)(m) to Post-Effective Amendment No. 139 on February 28, 2018*

(n) Amendment dated November 15, 2017 to the Master Delegation Agreement – Previously filed as Exhibit (g)(2)(n) to Post-Effective `Amendment No. 139 on February 28, 2018*

(o) Amendment dated February 28, 2018 – Previously filed as Exhibit (g)(2)(o) to Post-Effective Amendment No. 141 on October 22, 2018*

(p) Amendment dated May 22, 2018 – Previously filed as Exhibit (g)(2)(p) to Post-Effective Amendment No. 141 on October 22, 2018*

(q) Amendment dated July 2, 2018 – Previously filed as Exhibit (g)(2)(q) to Post-Effective Amendment No. 141 on October 22, 2018*

(r) Amendment dated September 10, 2018 – Previously filed as Exhibit (g)(2)(r) to Post-Effective Amendment No. 141 on October 22, 2018*

(s) Amendment dated November 1, 2018 – Previously filed as Exhibit (g)(2)(s) to Post-Effective Amendment No. 145 on June 21, 2019*

(t) Amendment dated February 27, 2019 – Previously filed as Exhibit (g)(2)(t) to Post-Effective Amendment No. 145 on June 21, 2019*

(u) Amendment dated April 1, 2019 – Previously filed as Exhibit (g)(2)(u) to Post-Effective Amendment No. 145 on June 21, 2019*

(v) Amendment dated May 1, 2019 – Previously filed as Exhibit (g)(2)(v) to Post-Effective Amendment No. 145 on June 21, 2019*

(w) Amendment dated June 5, 2019 – Previously filed as Exhibit (g)(2)(w) to Post-Effective Amendment No. 145 on June 21, 2019*

(x) Letter Amendment dated June 5, 2019 to the Master Delegation Agreement - Previously filed as Exhibit (g)(2)(x) to Post-Effective Amendment No. 146 on August 21, 2019*

(y) Amendment dated November 21, 2019 – Previously filed as Exhibit (g)(2)(y) to Post-Effective Amendment No. 149 on February 25, 2020*

(z) Letter Amendment dated November 21, 2019 – Previously filed as Exhibit (g)(2)(z) to Post-Effective Amendment No. 149 on February 25, 2020*

(aa) Amendment dated February 14, 2020 – Previously filed as Exhibit (g)(2)(aa) to Post-Effective Amendment No. 149 on February 25, 2020*

(bb) Amendment dated April 15, 2020 – Previously filed as Exhibit (g)(2)(bb) to Post-Effective Amendment No. 151 on June 26, 2020*

(cc) Amendment dated August 10, 2020 – Previously filed as Exhibit (g)(2)(cc) to Post-Effective Amendment No. 152 on August 31, 2020*

3. Global Custody Agreement with JPMorgan Chase Bank, National Association dated June 22, 2020 – Filed herewith

h. Other Material Contracts

1. Transfer Agency

(a) Amended and Restated Transfer Agency and Service Agreement dated October 1, 2008 — Previously filed as Exhibit h (1)(a) to Post-Effective Amendment No. 96 on November 25, 2008*

i. Amendment dated April 24, 2009 — Previously filed as Exhibit (h)(1)(a)(i) to Post-Effective Amendment No. 107 on February 28, 2011*

ii. Amendment dated October 16, 2009 — Previously filed as Exhibit (h)(1)(a)(ii) to Post-Effective Amendment No. 107 on February 28, 2011*

iii. Amendment dated October 23, 2009 — Previously filed as Exhibit (h)(1)(a)(iii) to Post-Effective Amendment No. 107 on February 28, 2011*

iv. Amendment dated October 30, 2009 — Previously filed as Exhibit (h)(1)(a)(iv) to Post-Effective Amendment No. 107 on February 28, 2011*

v. Amendment dated November 12, 2009 — Previously filed as Exhibit (h)(1)(a)(i) to MainStay Funds Trust’s Post-Effective Amendment No. 9 on February 28, 2011*

vi. Amendment dated November 24, 2009 — Previously filed as Exhibit (h)(1)(a)(ii) to MainStay Funds Trust’s Post-Effective Amendment No. 9 on February 28, 2011*

vii. Amendment dated February 26, 2010 — Previously filed as Exhibit (h)(1)(a)(iii) to MainStay Funds Trust’s Post-Effective Amendment No. 9 on February 28, 2011*

viii. Amendment dated March 30, 2010 — Previously filed as Exhibit (h)(1)(a)(iv) to MainStay Funds Trust’s Post-Effective Amendment No. 9 on February 28, 2011*

ix. Amendment dated January 1, 2011 — Previously filed as Exhibit (h)(1)(a)(v) to MainStay Funds Trust’s Post-Effective Amendment No. 9 on February 28, 2011*

x. Amendment dated January 1, 2012 — Previously filed as Exhibit (h)(1)(a)(vi) to MainStay Funds Trust’s Post-Effective Amendment No. 40 on February 27, 2013*

xi. Amendment dated January 1, 2013 — Previously filed as Exhibit (h)(1)(a)(x) to Post-Effective Amendment No. 120 on June 17, 2013*

xii. Amendment dated July 11, 2014 — Previously filed as Exhibit (h)(1)(a)(xii) to Post-Effective Amendment No. 126 on February 27, 2015*

xiii. Amendment dated February 29, 2016 — Previously filed as Exhibit (h)(1)(a)(xiii) to Post-Effective Amendment No. 129 on February 29, 2016*

xiv. Amendment dated June 30, 2016 — Previously filed as Exhibit (h)(1)(a)(xi) to Post-Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016*

xv. Amendment dated March 13, 2017 — Previously filed as Exhibit (h)(1)(a)(xii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

xvi. Amendment dated April 11, 2017 — Previously filed as Exhibit (h)(1)(a)(xiii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

xvii. Amendment dated May 8, 2017 — Previously filed as Exhibit (h)(1)(a)(xiv) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

xviii. Amendment dated November 15, 2017 – Previously filed as Exhibit (h)(1)(a)(xviii) to Post-Effective Amendment No. 139 on February 28, 2018*

xix. Amendment dated February 28, 2018 – Previously filed as Exhibit (h)(1)(a)(xix) to Post-Effective Amendment No. 139 on February 28, 2018*

xx. Amendment dated May 22, 2018 – Previously filed as Exhibit (h)(1)(a)(xx) to Post-Effective Amendment No. 141 on October 22, 2018*

xxi. Amendment dated July 2, 2018 – Previously filed as Exhibit (h)(1)(a)(xxi) to Post-Effective Amendment No. 141 on October 22, 2018*

xxii. Amendment dated November 30, 2018 – Previously filed as Exhibit (h)(1)(a)(xxii) to Post-Effective Amendment No. 143 on February 15, 2019*

xxiii. Amendment dated February 28, 2019 – Previously filed as Exhibit (h)(1)(a)(xxiii) to Post-Effective Amendment No. 143 on February 15, 2019*

xxiv. Amendment dated April 1, 2019 – Previously filed as Exhibit (h)(1)(a)(xxiv) to Post-Effective Amendment No. 145 on June 21, 2019*

xxv. Amendment dated June 14, 2019 – Previously filed as Exhibit (h)(1)(a)(xxv) to Post-Effective Amendment No. 145 on June 21, 2019*

xxvi. Amendment dated November 1, 2019 – Previously filed as Exhibit (h)(1)(a)(xxvi) to Post-Effective Amendment No. 148 on December 18, 2019*

xxvii. Amendment dated February 26, 2020 – Previously filed as Exhibit (h)(1)(xxvii) to Post-Effective Amendment No. 149 on February 25, 2020*

xxviii. Amendment dated May 1, 2020 – Previously filed as Exhibit (h)(1)(xxviii) to Post-Effective Amendment No. 151 on June 26, 2020*

xxix. Amendment dated May 22, 2020 – Previously filed as Exhibit (h)(1)(xxix) to Post-Effective Amendment No. 151 on June 26, 2020*

xxx. Amendment dated June 30, 2020 – Previously filed as Exhibit (h)(1)(xxx) to Post-Effective Amendment No. 151 on June 26, 2020*

xxxi. Amendment dated September 30, 2020 – Previously filed as Exhibit (h)(1)(xxxi) to Post-Effective Amendment No. 154 on February 24, 2021*

xxxii. Amendment dated February 28, 2021 – Previously filed as Exhibit (h)(1)(xxxii) to Post-Effective Amendment No. 154 on February 24, 2021*

2. Amended and Restated Service Agreement with New York Life Benefit Services, Inc. — Previously filed as Exhibit (h)(3) to Post- Effective Amendment No. 80 on April 7, 2006*

3. Shareholder Services Plan (Class R1 shares) — Previously filed as Exhibit (h)(5) to Post-Effective Amendment No. 80 on April 7, 2006*

4. Shareholder Services Plan (Class R2 shares) — Previously filed as Exhibit (h)(6) to Post-Effective Amendment No. 80 on April 7, 2006*

5. Shareholder Services Plan (Class R3 shares) — Previously filed as Exhibit (h)(5) to Post-Effective Amendment No. 129 on February 29, 2016*

6. Form of Indemnification Agreement — Previously filed as Exhibit (h)(10) to Post-Effective Amendment No. 80 on April 7, 2006*

7. Expense Limitation Agreements and Fee Waivers

(a) Notice of Fee Waiver (Contractual — Winslow Large Cap Growth Fund) dated February 29, 2020 – Previously filed as Exhibit (h)(7)(b) to Post-Effective Amendment No. 149 on February 25, 2020*

(b) Amended and Restated Expense Limitation Agreement (Transfer Agency) dated March 19, 2021 – Filed herewith

(d) Notice of Voluntary Expense Limitation Agreement dated March 5, 2021 – Filed herewith

8. Regulatory Filing Support Services Agreement dated December 22, 2017 — Previously filed as Exhibit (h)(8) to Post-Effective Amendment No. 139 on February 28, 2018*

i. Legal Opinion

1. Opinion and consent of counsel — Not applicable

j. Other Opinions

1. Consent of Independent Registered Public Accounting Firm – Not applicable

k. Omitted Financial Statements — Inapplicable

l. Initial Capital Agreements — Inapplicable

m. Rule 12b-1 Plan

1. Amended and Restated Plan of Distribution pursuant to Rule 12b-1 (Class A shares) — Previously filed as Exhibit (m)(1) to Post-Effective Amendment No. 146 on August 21, 2019*

2. Amended and Restated Plan of Distribution pursuant to Rule 12b-1 (Class B shares) — Previously filed as Exhibit (m)(2) to Post-Effective Amendment No. 146 on August 21, 2019*

3. Amended and Restated Plan of Distribution pursuant to Rule 12b-1 (Class C shares) — Previously filed as Exhibit (m)(3) to Post-Effective Amendment No. 146 on August 21, 2019*

4. Plan of Distribution pursuant to Rule 12b-1 (Class R2 shares) — Previously filed as Exhibit (m)(4) to Post-Effective Amendment No. 146 on August 21, 2019*

5. Plan of Distribution pursuant to Rule 12b-1 (Class R3 shares) — Previously filed as Exhibit (m)(5) to Post-Effective Amendment No. 146 on August 21, 2019*

6. Plan of Distribution pursuant to Rule 12b-1 (Investor Class shares) — Previously filed as Exhibit (m)(6) to Post-Effective Amendment No. 146 on August 21, 2019*

7. Plan of Distribution Pursuant to Rule 12b-1 (Class C2 shares) dated June 24, 2020 – Previously filed as Exhibit (m)(7) to Post-Effective Amendment No. 152 on August 31, 2020*

8. Plan of Distribution Pursuant to Rule 12b-1 (SIMPLE Class shares) dated June 24, 2020 – Previously filed as Exhibit (m)(8) to Post-Effective Amendment No. 152 on August 31, 2020*

n. Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 dated June 24, 2020 – Previously filed as Exhibit (n) to Post-Effective Amendment No. 151 on June 26, 2020*

o. Reserved

p. Codes of Ethics

1. Code of Ethics of The MainStay Funds dated December 2019 – Previously filed as Exhibit (p)(1) to Post-Effective Amendment No. 148 on December 18, 2019*

2. Code of Ethics of Markston International LLC as of 2019 - Previously filed as Exhibit (p)(2) to Post-Effective Amendment No. 148 on December 18, 2019*

3. Code of Ethics of Candriam Belgium/France/Luxembourg dated January 2018 - Previously filed as Exhibit (p)(3) to Post-Effective Amendment No. 148 on December 18, 2019*

4. Code of Ethics of New York Life Investment Management Holdings LLC dated June 2020 – Filed herewith

5. Code of Ethics of Nuveen Investments Inc. (Winslow Capital Management, Inc.) dated August 2020 – Filed herewith

6. Code of Ethics of Epoch Investment Partners, Inc. dated October 2020 – Filed herewith

7. Code of Ethics of Wellington Management Company LLC dated September 2020 – Filed herewith

Other Exhibits:

1. Powers of Attorney — Previously filed as Exhibits to Post-Effective Amendment No. 106 on December 17, 2010*

2. Powers of Attorney (Blunt, Chow and Perold) — Previously filed as Exhibits to Post-Effective Amendment No. 129 on February 29, 2016*

3. Power of Attorney (Hung) — Previously filed as an Exhibit to Post-Effective Amendment No. 135 on February 28, 2017*

4. Power of Attorney (Lehneis) —Previously filed as an Exhibit to Post-Effective Amendment No. 138 on December 22, 2017*

* Incorporated herein by reference.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 30. INDEMNIFICATION

The MainStay Group of Funds, which includes MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds, maintains a joint directors and officers/errors and omissions (“D&O/E&O”) liability insurance policy and joint independent directors liability (“IDL”) insurance policy. The D&O/E&O liability insurance policy covers all of the directors and officers of the MainStay Group of Funds and the IDL insurance policy covers the independent directors only. Subject to the terms, conditions and retentions of the policies, insured persons are covered for claims made against them while acting in their official capacities with the MainStay Group of Funds.

Article IV of The MainStay Funds’ (“Registrant’s”) Declaration of Trust states as follows: Section 4.3. Mandatory Indemnification.

(a) Subject to the exceptions and limitations contained in paragraph (b) below:

(i) every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series, to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;

(ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys ‘ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or officer:

(i) against any liability to the Trust or a Series thereof or the Shareholders by reason of a final adjudication by a court or other body before which a proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office:

(ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof:

(iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)

(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office:

(A) by the court or other body approving the settlement or other disposition; or

(B) based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (x) vote of a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees then in office act on the matter) or (y) written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, actions suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either:

(i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or

(ii) a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

As used in this Section 4.3, a “Non-interested Trustee” is one who is not (i) an “Interested Person” of the Trust (including anyone who has been exempted from being an “Interested Person” by any rule, regulation or order of the Commission), or (ii) involved in the claim, action, suit or proceeding.

In addition, each Trustee has entered into a written agreement with the Trust pursuant to which the Trust is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by the Declaration of Trust and Bylaws of the Trust.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR

New York Life Investment Management LLC (“New York Life Investments”) acts as the investment adviser for each series of the following open- end registered management investment companies: MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

The list of officers and directors of New York Life Investments, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by New York Life Investments (SEC File No: 801-57396).

CANDRIAM LUXEMBOURG S.C.A.

Candriam Luxembourg S.C.A. acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Candriam Luxembourg S.C.A., together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Epoch (SEC File No: 801-80510).

EPOCH INVESTMENT PARTNERS, INC.

Epoch Investment Partners, Inc. (“Epoch”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Epoch, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Epoch (SEC File No: 801-63118).

MACKAY SHIELDS LLC

MacKay Shields LLC (“MacKay Shields”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of MacKay Shields, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by MacKay Shields (SEC File No: 801-5594).

MARKSTON INTERNATIONAL LLC

Markston International LLC (“Markston”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Markston, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Markston (SEC File No: 801- 56141).

NYL INVESTORS LLC

NYL Investors LLC (“NYL Investors “) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of NYL Investors, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by NYL Investors (SEC File No: 801-78759).

WELLINGTON MANAGEMENT COMPANY LLC

Wellington Management Company LLC (“Wellington”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Wellington, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Wellington (SEC File No: 801-15908).

WINSLOW CAPITAL MANAGEMENT INC.

Winslow Capital Management Inc. (“Winslow Capital”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Winslow Capital, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Winslow Capital (SEC File No: 801-41316) .

ITEM 32. PRINCIPAL UNDERWRITERS

a. Inapplicable

b. Inapplicable

c. Inapplicable

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.

Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the offices of New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010; New York Life Investment Management LLC, 30 Hudson Street, Jersey City, NJ 07302; Candriam Luxembourg

S.C.A., 19-21 route d’Arlon L-8009 Strassen Luxembourg; Epoch Investment Partners, Inc., 399 Park Avenue, New York, NY 10022; MacKay Shields LLC, 1345 Avenue of the Americas, New York, NY 10105; Markston International LLC, 445 Hamilton Avenue, White Plains, New York 10601; Wellington Management Company LLC, 280 Congress Street, Boston, MA 02210; and Winslow Capital Management, LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402. Records relating to the duties of the custodian for each series of MainStay Funds Trust are maintained by JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179. Records relating to the duties of the transfer agent of MainStay Funds Trust are maintained by DST Asset Manager Solutions, Inc., 200 Crown Colony Drive, Quincy, MA 02169.

ITEM 34. MANAGEMENT SERVICES.

Inapplicable.

ITEM 35. UNDERTAKINGS.

Inapplicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) and that it has duly caused this Post-Effective Amendment No. 155 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City in the State of New Jersey, on the 22^nd day of March, 2021.


	THE MAINSTAY FUNDS

	By:	/s/ Kirk C. Lehneis
		Kirk C. Lehneis
		President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 155 to the Registration Statement has been signed below by the following persons in the capacities indicated on March 22, 2021.


SIGNATURE		TITLE


/s/ Kirk C. Lehneis		President and Principal Executive Officer
Kirk C. Lehneis

/s/ Susan B. Kerley*		Trustee and Chairman of the Board
Susan B. Kerley

/s/ David H. Chow*		Trustee
David H. Chow

/s/ Yie-Hsin Hung*		Trustee
Yie-Hsin Hung

/s/ Alan R. Latshaw*		Trustee
Alan R. Latshaw

/s/ Richard H. Nolan, Jr.*		Trustee
Richard H. Nolan, Jr.

/s/ Jacques P. Perold*		Trustee
Jacques P. Perold

/s/ Richard S. Trutanic*		Trustee
Richard S. Trutanic

/s/ Jack R. Benintende		Treasurer and Principal Financial and Accounting Officer
Jack R. Benintende

By:	/s/ J. Kevin Gao
	J. Kevin Gao	Secretary
	As Attorney-in-Fact


* Pursuant to Powers of Attorney previously filed.

EXHIBIT INDEX

Exhibit

(d)(1)(h) Amendment dated March 5, 2021 to the Management Agreement

(d)(2)(a)(xiii) Amendment dated February 28, 2021 to the MacKay Shields LLC Subadvisory Agreement

(d)(2)(a)(xiv) Amendment dated March 5, 2021 to the MacKay Shields LLC Subadvisory Agreement

(d)(2)(g) Subadvisory Agreement dated March 5, 2021 between New York Life Investment Management LLC and Wellington Management Company LLC

(g)(3) Global Custody Agreement with JPMorgan Chase Bank, National Association dated June 22, 2020

(h)(7)(b) Amended and Restated Expense Limitation Agreement (Transfer Agency) dated March 19, 2021

(h)(7)(c) Amended and Restated Expense Limitation Agreement dated March 5, 2021

(h)(7)(d) Notice of Voluntary Expense Limitation Agreement dated March 5, 2021

(p)(4) Code of Ethics of New York Life Investment Management Holdings LLC dated June 2020

(p)(5) Code of Ethics of Nuveen Investments Inc. (Winslow Capital Management, Inc.) dated August 2020

(p)(6) Code of Ethics of Epoch Investment Partners, Inc. dated October 2020

(p)(7) Code of Ethics of Wellington Management Company LLC dated September 2020

EX-99.D ADVSR CONTR 2 ex99dadvsrcontr-1.htm MSF MANAGEMENT AGMT AMENDMENT 3-5-21

Exhibit (d)(1)(h)

THE MAINSTAY FUNDS

AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amendment to the Amended and Restated Management Agreement is hereby made as of the 5^th day of March, 2021, between The MainStay Funds, a Massachusetts business 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”).

WHEREAS, the Trust and the Manager are parties to the Amended and Restated Management Agreement, dated February 27, 2015, as amended (the “Agreement”); and

WHEREAS, the Trust and the Manager hereby wish to amend Schedule A of the Agreement to reflect the change in name for the MainStay MacKay Common Stock Fund to the MainStay WMC Enduring Capital Fund:

NOW, THEREFORE, the parties agree as follows:

(i) Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC


Attest:	/s/ Brian J. McGrady	By:	/s/ Yie-Hsin Hung
Name:	Brian J. McGrady	Name:	Yie-Hsin Hung
Title:	Director and Associate General Counsel	Title:	Chief Executive Officer


MAINSTAY FUNDS TRUST


Attest:	/s/ Brian J. McGrady	By:	/s/ Kirk C. Lehneis
Name:	Brian J. McGrady	Name:	Kirk C. Lehneis
Title:	Assistant Secretary	Title:	President

SCHEDULE A

(As of March 5, 2021)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, an annual fee equal to the following:


FUND	ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS
MainStay Candriam Emerging Markets Debt Fund	0.70% on assets up to $500 million; and 0.65% on assets over $500 million
MainStay Income Builder Fund	0.64% on assets up to $500 million; 0.60% on assets from $500 million to $1 billion; 0.575% on assets from $1 billion to $5 billion; and 0.565% on assets over $5 billion
MainStay MacKay Convertible Fund	0.60% on assets up to $500 million; 0.55% on assets from $500 million to $1 billion; 0.50% on assets over $1 billion to $2 billion; and 0.49% on assets over $2 billion
MainStay MacKay High Yield Corporate Bond Fund	0.60% on assets up to $500 million; 0.55% on assets from $500 million to $5 billion; 0.525% on assets from $5 billion to $7 billion; 0.50% on assets from $7 billion to $10 billion; 0.49% on assets from $10 billion to $15 billion; and 0.48% on assets over $15 billion
MainStay MacKay International Equity Fund	0.89% on assets up to $500 million; and 0.85% on assets over $500 million
MainStay MacKay Strategic Bond Fund	0.60% on assets up to $500 million; 0.55% on assets from $500 million to $1 billion; 0.50% on assets from $1 billion to $5 billion; and 0.475% on assets over $5 billion
MainStay MacKay Tax Free Bond Fund	0.45% on assets up to $500 million; 0.425% on assets from $500 million to $1 billion; 0.40% on assets from $1 billion to $5 billion; 0.39% on assets $5 billion and $7 billion; and 0.38% on assets over $7 billion
MainStay MacKay U.S. Infrastructure Bond Fund	0.50% on assets up to $500 million; 0.475% on assets from $500 million to $1 billion; and 0.45% on assets over $1 billion
MainStay MAP Equity Fund	0.75% on assets up to $1 billion; and 0.70% on assets from $1 billion to $3 billion; and 0.675% on assets over $3 billion
MainStay Money Market Fund	0.40% on assets up to $500 million; 0.35% on assets from $500 million up to $1 billion; and 0.30% on assets over $1 billion
MainStay WMC Enduring Capital Fund	0.55% on assets up to $500 million; 0.525% on assets from $500 million to $1 billion; and 0.50% on assets over $1 billion

FUND

ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS

MainStay Winslow Large Cap Growth Fund

0.75% on assets up to $500 million;
0.725% on assets from $500 million to $750 million;
0.71% on assets from $750 million to $1 billion;
0.70% on assets from $1 billion to $2 billion;
0.66% on assets from $2 billion to $3 billion;
0.61% on assets from $3 billion to $7 billion;

0.585% on assets from $7 billion to $9 billion; and

0.575% on assets over $9 billion

In addition, each Fund of the Trust, except, MainStay Candriam Emerging Markets Debt Fund, MainStay WMC Enduring Capital Fund, MainStay MacKay U.S. Infrastructure Bond Fund, MainStay MacKay International Equity Fund, MainStay Money Market Fund and MainStay Winslow Large Cap Growth Fund, shall pay the Manager the fee set forth below. In the event this Agreement is in effect for only a portion of any one year, the fee payable below shall be reduced proportionately on the basis of the number of business days (any day on which the New York Stock Exchange is open for trading) during which the Agreement was in effect for that year.


FUND NET ASSETS	ACCOUNTING FEE SCHEDULE
First $20 Million	1/20 of 1%
Next $80 Million	1/30 of 1%
Excess	1/100 of 1%
Minimum Monthly Charge	$1,000

This fee shown above is an annual charge, billed and payable monthly, based upon average monthly net assets.

EX-99.D ADVSR CONTR 3 ex99dadvsrcontr-2.htm MACKAY AMENDMENT 2-28-21

Exhibit (d)(2)(a)(xiii)

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, 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”).

WHEREAS, the Manager and the Subadvisor are parties to the Amended and Restated Subadvisory Agreement, dated January 1, 2018, as amended ("Agreement"); and

WHEREAS, the Manager and the Subadvisor hereby wish to amend Schedule A of the Agreement to reflect a name change for MainStay MacKay Unconstrained Bond Fund to MainStay MacKay Strategic Bond Fund, changes to the fee schedules for MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay New York Tax Free Opportunities Fund and MainStay MacKay Tax Free Bond Fund.

NOW, THEREFORE, the parties agree as follows:

(i) Effective February 28, 2021, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto 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/ Brian J. McGrady	By:	/s/ Yie-Hsin Hung
Name:	Brian J. McGrady	Name:	Yie-Hsin Hung
Title:	Director and Associate General Counsel	Title:	Chief Executive Officer


MACKAY SHIELDS LLC


Attest:	/s/ Young Lee	By:	/s/ Rene Bustamante
Name:	Young Lee	Name:	Rene A. Bustamante
Title:	Senior Managing Director	Title:	Chief Administrative Officer
	And General Counsel

SCHEDULE A

(As of February 28, 2021)

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; 0.30% on assets from $500 million to $1 billion; 0.2875% on assets from $1 billion to $5 billion; and 0.2825% on assets over $5 billion*
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; 0.25% on assets over $1 billion to $2 billion; and 0.245% over $2 billion
MainStay MacKay High Yield Corporate Bond Fund	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $5 billion; 0.2625% on assets from $5 billion to $7 billion; 0.25% on assets from $7 billion to $10 billion; and 0.245% on assets from $10 billion to $15 billion; and 0.24% on assets over $15 billion
MainStay MacKay International Equity Fund*	0.445% on assets up to $500 million; and 0.425% on assets over $500 million
MainStay MacKay Strategic 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 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; 0.195% on assets from $5 billion to $7 billion; and 0.19% on assets over $7 billion
MainStay MacKay U.S. Infrastructure Bond Fund*	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay Funds Trust
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*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
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; 0.26% on assets from $5 billion to $7 billion; 0.255% on assets from $7 billion to $9 billion; and 0.25% on assets over $9 billion
MainStay MacKay Intermediate Tax Free Bond Fund*	0.20% on all assets
MainStay MacKay International Opportunities Fund*	0.55% on all assets
MainStay MacKay New York Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion
MainStay MacKay Small Cap Core Fund*	0.40% on assets up to $1 billion; 0.3875% on assets from $1 billion to $2 billion; 0.375% on assets over $2 billion
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 Short Term Municipal Fund*	0.175% on assets up to $1 billion; 0.165% on assets over $1 billion
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 Balanced Portfolio (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 VP Emerging Markets Equity Portfolio (investment sleeve)*	0.50% on assets up to $1 billion; 0.4875% on assets over $1 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 MacKay 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 MacKay Convertible 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 $2 billion; 0.245% on assets over $2 billion


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
MainStay VP MacKay Government Portfolio	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay VP MacKay 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 MacKay High Yield Corporate Bond Portfolio	0.285% on assets up to $1 billion; 0.275% on assets from $1 billion to $5 billion; and 0.2625% on assets over $5 billion
MainStay VP MacKay International Equity Portfolio*	0.445% on assets up to $500 million; and 0.425% on assets over $500 million
MainStay VP MacKay Mid Cap Core Portfolio*	0.425% on assets up to $1 billion; 0.40% on assets from $1 billion to $2 billion; and 0.3875% on assets over $2 billion
MainStay VP MacKay S&P 500 Index Portfolio*	0.08% on assets up to $2.5 billion; and 0.075% on assets over $2.5 billion
MainStay VP MacKay Small Cap Core Portfolio*	0.40% on assets up to $1 billion; 0.3875% on assets from $1 billion to $2 billion; and 0.375% on assets over $2 billion
MainStay VP MacKay 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 Allocated Assets 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 Allocated Assets. 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.

EX-99.D ADVSR CONTR 4 ex99dadvsrcontr-3.htm MACKAY AMENDMENT 3-5-21

Exhibit (d)(2)(a)(xiv)

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 5^th day of March, 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").

WHEREAS, the Manager and the Subadvisor are parties to the Amended and Restated Subadvisory Agreement, dated January 1, 2018, as amended ("Agreement"); and

WHEREAS, the Manager and the Subadvisor hereby wish to amend Schedule A of the Agreement to reflect the removal of MainStay Balanced Fund, MainStay MacKay Common Stock Fund, MainStay MacKay Growth Fund, MainStay MacKay International Opportunities Fund and MainStay MacKay Small Cap Core Fund.

NOW, THEREFORE, the parties agree as follows:

(i) Effective March 5, 2021, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto 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/ Brian J. McGrady	By:	/s/ Yie-Hsin Hung
Name:	Brian J. McGrady	Name:	Yie-Hsin Hung
Title:	Director and Associate General Counsel	Title:	Chief Executive Officer


MACKAY SHIELDS LLC


Attest:	/s/ Young Lee	By:	/s/ Rene Bustamante
Name:	Young Lee	Name:	Rene A. Bustamante
Title:	Senior Managing Director and	Title:	Executive Managing Director and
	General Counsel		Chief Administrative Officer

SCHEDULE A

(As of March 5, 2021)


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
The MainStay Funds
MainStay Income Builder Fund (investment sleeve)*	0.32% on assets up to $500 million; 0.30% on assets from $500 million to $1 billion; 0.2875% on assets from $1 billion to $5 billion; and 0.2825% on assets over $5 billion*
MainStay MacKay Convertible Fund*	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 to $2 billion; and 0.245% over $2 billion
MainStay MacKay High Yield Corporate Bond Fund	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $5 billion; 0.2625% on assets from $5 billion to $7 billion; 0.25% on assets from $7 billion to $10 billion; and 0.245% on assets from $10 billion to $15 billion; and 0.24% on assets over $15 billion
MainStay MacKay International Equity Fund*	0.445% on assets up to $500 million; and 0.425% on assets over $500 million
MainStay MacKay Strategic 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 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; 0.195% on assets from $5 billion to $7 billion; and 0.19% on assets over $7 billion
MainStay MacKay U.S. Infrastructure Bond Fund*	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay Funds Trust
MainStay MacKay California Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 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; 0.26% on assets from $5 billion to $7 billion; 0.255% on assets from $7 billion to $9 billion; and 0.25% on assets over $9 billion
MainStay MacKay Intermediate Tax Free Bond Fund*	0.20% on all assets


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
MainStay MacKay New York Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion
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 Short Term Municipal Fund*	0.175% on assets up to $1 billion; 0.165% on assets over $1 billion
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 Balanced Portfolio (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 VP Emerging Markets Equity Portfolio (investment sleeve)*	0.50% on assets up to $1 billion; 0.4875% on assets over $1 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 MacKay 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 MacKay Convertible 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 $2 billion; 0.245% on assets over $2 billion
MainStay VP MacKay Government Portfolio	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay VP MacKay 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 MacKay High Yield Corporate Bond Portfolio	0.285% on assets up to $1 billion; 0.275% on assets from $1 billion to $5 billion; and 0.2625% on assets over $5 billion
MainStay VP MacKay International Equity Portfolio*	0.445% on assets up to $500 million; and 0.425% on assets over $500 million


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
MainStay VP MacKay Mid Cap Core Portfolio*	0.425% on assets up to $1 billion; 0.40% on assets from $1 billion to $2 billion; and 0.3875% on assets over $2 billion
MainStay VP MacKay S&P 500 Index Portfolio*	0.08% on assets up to $2.5 billion; and 0.075% on assets over $2.5 billion
MainStay VP MacKay Small Cap Core Portfolio*	0.40% on assets up to $1 billion; 0.3875% on assets from $1 billion to $2 billion; and 0.375% on assets over $2 billion
MainStay VP MacKay 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

EX-99.D ADVSR CONTR 5 ex99dadvsrcontr-4.htm WELLINGTON AGREEMENT 3-5-21

Exhibit (d)(2)(g)

THE MAINSTAY FUNDS

MAINSTAY FUNDS TRUST

MAINSTAY VP FUNDS TRUST

SUBADVISORY AGREEMENT

This Subadvisory Agreement, is effective as of the 5^th day of March, 2021 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Wellington Management Company LLP, a Delaware limited liability partnership (the “Subadvisor”).

WHEREAS, The MainStay Funds, MainStay Funds Trust and MainStay VP Funds Trust (each a “Trust” and collectively, the “Trusts”) each are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, each Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, each Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager has entered into an Amended and Restated Management Agreement with each Trust, on behalf of its separate series, as amended (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to each Trust; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of each Trust and manage such portion of each Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1. Appointment. The Manager hereby appoints the Subadvisor to act as the investment subadvisor to each series designated on Schedule A of this Agreement (each a “Series”) with respect to all or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (“Allocated Assets”) subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement. The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Subadvisor will be under no duty to supervise, direct the investment of, or otherwise monitor any assets of a Series other than the Allocated Assets.

In the event the Trust designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing. If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2. Portfolio Management Duties. Subject to the supervision of each Trust’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio. The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series. The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager. The Subadvisor further agrees as follows:

(a) The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and will coordinate efforts with the Manager with that objective, and shall invest the Allocated Assets in compliance with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder, as applicable.

(b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Board (the “Compliance Procedures”) of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. Such aggregated orders (including associated expenses) will be allocated by the Subadvisor as set forth in the Subadvisor’s Policy and Procedures Regarding Allocation of Trades as may be amended from time to time. A copy of this policy is available upon request. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust.

(d) In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for each Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent.

(e) The Subadvisor shall provide reasonable assistance to the custodian and portfolio accounting agent for each Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for each Trust, the value of any portfolio securities or other investments constituting Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. Notwithstanding the foregoing, the Subadvisor is not the official pricing agent with respect to the Allocated Assets of a Series, but shall provide reasonable assistance upon request.

(f) The Subadvisor will make available to each Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the applicable Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(g) The Subadvisor will provide reports to the Board, for consideration at meetings of the Board, on the investment program for the Allocated Assets and the issuers and securities represented in the Allocated Assets, and will furnish the Board with respect to the Allocated Assets such periodic and special reports as the Trustees and the Manager may reasonably request.

(h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may engage persons employed by an “affiliated person” of the Subadvisor as defined in the 1940 Act, each of whom shall be treated as an “associated person” of the Subadvisor, to assist it with providing its services under this Agreement (including affiliates outside of the United States) to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff; provided, however, that the Subadvisor will remain responsible for all actions taken by any persons in fulfillment of its obligations under the Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable

inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets:

(i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. Manager represents that the Allocated Assets or Series can settle such private placements.

3. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the applicable Trust for management services described under the Management Agreement. Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.

4. Broker-Dealer Selection. The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates. The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the following: price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to (i) the Subadvisor if it is registered as a broker-dealer with the SEC, (ii) its affiliated broker-dealer, or (iii) such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor. Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

5. Disclosure about Subadvisor. The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading. The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6. Expenses. During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement. The Manager or the Trust shall be responsible for all the expenses of the Trust’s operations, including, but not limited to:

(a) the fees and expenses of Trustees who are not interested persons of the Manager or of each Trust;

(b) the fees and expenses of each Series which relate to: (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Subadvisor; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of that Trust’s Trustees; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;

(c) the fees and expenses of the Trust’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d) the charges and expenses of legal counsel and independent accountants for the Trust;

(e) brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Series;

(f) all taxes and business fees payable by the Trust or the Series to federal, state or other governmental agencies;

(g) the fees of any trade association of which the Trust may be a member;

(h) the cost of share certificates representing the Series’ shares;

(i) the fees and expenses involved in registering and maintaining registrations of the Trust and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j) communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(l) any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7. Compliance.

(a) The Subadvisor agrees to assist the Manager and each Trust in complying with the Trust’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to: (i) periodically providing the Trust’s Chief Compliance Officer with requested information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to each Trust’s Chief Compliance Officer within a reasonable time following the Subadvisor becoming aware of such deficiency; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to each Trust’s Chief Compliance Officer within a reasonable time. The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program, and acknowledges that this Agreement is conditioned upon the Board’s approval of the Subadvisor’s Compliance Program. The Subadvisor further understands that the adequacy of the Subadvisor’s Compliance Program and the effectiveness of the Subadvisor’s Compliance Program’s implementation is subject to annual review by each Trust and the Trust’s Chief Compliance Officer.

(b) The Subadvisor agrees that it shall immediately notify the Manager and the Trust’s Chief Compliance Officer in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or, to the Subadvisor’s knowledge, an investigation that may reasonably be expected to result in any of these actions; or upon having a reasonable basis for believing that a Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor about the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto, or upon the Subadvisor becoming aware of any statement contained therein about the Subadvisor that becomes untrue in any material respect.

(c) The Manager agrees that it shall immediately notify the Subadvisor in the event that the SEC has censured the Manager or the Trust, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or, to the Manager’s knowledge, an investigation that may reasonably be expected to result in any of these actions; or upon having a reasonable basis for believing that a Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8. Documents. The Manager has delivered to the Subadvisor copies of each of the following documents and will within a reasonable time period deliver to it all future amendments and supplements, if any:

(a) Declaration of Trust of the Trust, as amended from time to time (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b) By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

(c) Certified Resolutions of the Board authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

(e) Notification of Registration of the Trust under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto;

(f) Prospectus and Statement of Additional Information of the Series;

(g) the Compliance Procedures, including each Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1; and

(h) the Manager’s Proxy Voting Policy.

The Manager agrees that it shall provide all other information to the Subadvisor as the Subadvisor shall reasonably require to enable it to perform its duties hereunder.

9. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10. Cooperation. Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust.

11. Representations Respecting Subadvisor. The Manager and each Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12. Confidentiality. The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders, unless otherwise required by law. The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder. Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or

requested by applicable federal or state regulatory authorities or otherwise required by law. Confidential information of a party shall not include information that has been disclosed to the public, becomes available to the public through no fault of the other party or which is disclosed to the other party by a third party who had lawfully obtained such information and without a breach of the third party’s confidentiality obligations.

13. Control. Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14. Liability. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.

Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15. Indemnification.

(a) The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, which: (i) is based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) is based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of a Trust or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, a Trust or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

(b) Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which: (i) is based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; or (ii) is based upon a failure by the Subadvisor to comply with Section 2, Paragraph (a) of this Agreement; or (iii) is based upon any untrue statement or alleged untrue statement of a material fact attributable to Subadvisor contained in the Registration Statement or Prospectus covering the shares of the Trust or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust or any affiliated person of the Manager or Trust by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c) The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15. In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the

defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Subadvisor Indemnified Person. If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person. The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.

(d) The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15. In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Manager Indemnified Person. If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person. The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16. Services Not Exclusive. The services furnished by the Subadvisor hereunder are not to be deemed exclusive except as the Subadvisor and the Manager may otherwise agree in writing, unless otherwise agreed, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

17. Duration and Termination. This Agreement shall become effective on the date first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and effect with respect to each Series for an initial period of two (2) years from the date first indicated above, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to a Series, provided that such continuance is specifically approved each year by: (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing and subject to the terms and conditions of the Transition Agreement, this Agreement may be terminated for each or any Series hereunder: (A) by the Manager at any time without penalty after the initial two (2) year term, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Board or a majority of the outstanding voting securities of such Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust. This Agreement may be terminated with respect to one or more Series without affecting the validity of this Agreement with respect to any other Series. In the event of termination for any reason with respect to a Series, all records of such Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. The Agreement shall automatically terminate with respect to a Series in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason with

respect to that Series. In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement with respect to any Series shall be effective until approved by an affirmative vote of: (i) the holders of a majority of the outstanding voting securities of that Series; and (ii) the Board, including a majority of the Trustees of a Trust who are not interested persons of any party to this Agreement, cast at a meeting called for the purpose of voting on such approval, or by any other means or in any other manner permitted by applicable law, exemptive order, or guidance from the SEC or its staff, if such approval is required by applicable law.

19. Use of Name.

(a) It is understood that the name MainStay or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Trusts and/or the Series. Upon termination of the Management Agreement, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b) It is understood that the name Wellington Management Company LLP or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trusts and/or the Series have the right to use such name (or derivative or logo) in offering materials of each Registrant sales materials with respect to each Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trusts and/or the Series. Upon termination of this Agreement, the Trusts shall forthwith cease to use such name (or derivative or logo).

20. Proxies; Class Actions.

(a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with the Subadvisor’s Global Proxy Voting Policies and Procedures, as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

(b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.

21. Notice. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at New York Life Investment Management LLC, 30 Hudson Street, Jersey City, New Jersey 07302, Attention: General Counsel; or (2) to the Subadvisor at Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210 Attention: General Counsel.

22. CFTC Disclaimer. Pursuant to an Exemption from the Commodity Futures Trading Commission in connection with accounts of qualified eligible persons, this brochure or account document is not required to be, and has not been filed with the Commission. The Commodity Futures Trading Commission does not pass upon the merits of participating in a trading program or upon the adequacy or accuracy of commodity trading advisor disclosure. Consequently, the Commodity Futures Trading Commission has not reviewed or approved this trading program or this brochure or account document.

23. Miscellaneous.

(a) This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c) To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other party;

(d) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

(e) Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

* * *

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the date first written above. This Agreement may be signed in counterparts.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC


Attest:	/s/ Brian J. McGrady	By:	/s/ Kirk Lehneis
Name:	Brian J. McGrady	Name:	Kirk Lehneis
Title:	Director and Associate	Title:	Senior Managing Director
	General Counsel


WELLINGTON MANAGEMENT COMPANY LLP


Attest:	/s/ William C. Fink	By:	/s/ Steven Muson
Name:	William C. Fink	Name:	Steven Muson
Title:	VP, Manager, Client Service Management	Title:	Senior Managing Director

SCHEDULE A

(As of March 5, 2021)

As compensation for services provided by Subadvisor with respect to each of the following Series the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for services rendered hereunder beginning on the effective date set forth below, an annual subadvisory fee with respect to the Allocated Assets of such Series equal to the following:


Fund	Annual Rate	Effective Date
MainStay Balanced Fund	0.275% on allocated assets up to $1 billion; 0.265% on allocated assets from $1 billion to $3 billion; and 0.255% on allocated assets over $3 billion	March 5, 2021
MainStay WMC Growth Fund	0.29% on assets up to $500 million; 0.265% on assets from $500 million to $1 billion; 0.2525% on assets from $1 billion to $2 billion; and 0.24% on assets over $2 billion	March 5, 2021
MainStay WMC International Research Equity Fund	0.335% on all assets	March 5, 2021
MainStay WMC Enduring Capital Fund	0.2375% on assets up to $500 million; 0.225% on assets from $500 million to $1 billion; and 0.2125% on assets over $1 billion	March 5, 2021
MainStay WMC Small Companies Fund	0.375% on assets up to $1 billion; 0.3625% on assets from $1 billion to $2 billion; and 0.35% on assets over $2 billion	March 5, 2021
MainStay WMC Value Fund	0.275% on allocated assets up to $1 billion; 0.265% on allocated assets from $1 billion to $3 billion; and 0.255% on allocated assets over $3 billion	April 26, 2021
MainStay VP Balanced Portfolio	0.275% on allocated assets up to $1 billion; 0.265% on allocated assets from $1 billion to $3 billion; and 0.255% on allocated assets over $3 billion	May 1, 2021
MainStay VP Wellington Growth Portfolio	0.29% on assets up to $500 million; 0.265% on assets from $500 million to $1 billion; 0.2525% on assets from $1 billion to $2 billion; and 0.24% on assets over $2 billion	May 1, 2021
MainStay VP Wellington U.S. Equity Portfolio	0.24% on assets up to $500 million; 0.2275% on assets from $500 million to $1 billion; and 0.2150% on assets over $1 billion	May 1, 2021
MainStay VP Wellington Small Cap Portfolio	0.39% on assets up to $1 billion; 0.3775% on assets from $1 billion to $2 billion; and 0.365% on assets over $2 billion	May 1, 2021
MainStay VP Wellington Mid Cap Portfolio	0.38% on assets up to $1 billion; 0.355% on assets from $1 billion to $2 billion; and 0.3425% on assets over $2 billion	May 1, 2021

Subadvisor will bear pro rata the impact of any management fee breakpoints specified in the Series’ Management Agreement. Subadvisor will bear forty-five percent (45%) of the costs (subject to the cap described in the next sentence) of any contractual or voluntary expense cap reimbursement or fee waivers. The Subadvisor’s share of the costs shall not exceed the subadvisory fee payment the Subadvisor receives from the Manager for such Series.

The portion of the fee based upon the average daily net assets of the Fund 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.

EX-99.G CUST AGREEMT 6 ex99gcustagreemt-1.htm JPMORGAN CUSTODIAN AGMT

Exhibit (g)(3)

1. INTENTION OF THE PARTIES; DEFINITIONS 4

1.1 INTENTION OF THEPARTIES 4

1.2 DEFINITIONS;INTERPRETATION 4

2. WHAT J.P. MORGAN IS REQUIRED TO DO 7

2.1 SET UP ACCOUNTS 7

2.2 DEPOSIT OF CASH 8

2.3 SEGREGATION AND REGISTRATION OF ASSETS; NOMINEE NAME 9

2.4 SETTLEMENT OF TRANSACTIONS 9

2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING 10

2.6 INCOME COLLECTION(AUTOCREDIT) 11

2.7 MISCELLANEOUS ADMINISTRATIVEDUTIES 11

2.8 CORPORATEACTIONS 11

2.9 SECURITIES LITIGATIONSETTLEMENTS 12

2.10 PROXIES 12

2.11 STATEMENTS OF ACCOUNT 13

2.12 ACCESS TO J.P. MORGAN’SRECORDS 13

2.13 MAINTENANCE OF FINANCIAL ASSETS AT SUBCUSTODIANLOCATIONS 13

2.14 FOREIGN EXCHANGETRANSACTIONS 14

2.15 ASSETS NOT CONTROLLED BY J.P. MORGAN 14

2.16 CHANGEREQUESTS 14

3. INSTRUCTIONS 15

3.1 ACTING ON INSTRUCTIONS; METHOD OF INSTRUCTION AND UNCLEARINSTRUCTIONS 15

3.2 VERIFICATION AND SECURITYPROCEDURES 15

3.3 INSTRUCTIONS CONTRARY TO LAW/MARKETPRACTICE 16

3.4 CUT-OFF TIMES 16

3.5 ELECTRONIC ACCESS AND CYBERSECURITY 16

3.6 RECORDING OF TELEPHONECOMMUNICATIONS 17

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO J.P.MORGAN 17

4.1 FEES AND EXPENSES 17

4.2 OVERDRAFTS 17

4.3 J.P. MORGAN’S RIGHT OVER ACCOUNT ASSETS;SET-OFF 18

5. SUBCUSTODIANS AND SECURITIES DEPOSITORIES 18

5.1 APPOINTMENT OF SUBCUSTODIANS; USE OF SECURITIESDEPOSITORIES 18

5.2 LIABILITY FORSUBCUSTODIANS 19

5.3 COMPLIANCE WITH SEC RULE 17F-5 (“RULE17F-5”) 19

5.4 COMPLIANCE WITH SEC RULE 17F-7 (“RULE17F-7”) 21

6. ADDITIONAL PROVISIONS 21

6.1 REPRESENTATIONS OF THE CUSTOMER AND J.P.MORGAN 21

6.2 EACH FUND IS LIABLE TO J.P. MORGAN FOR ITS OWNLIABILITIES 22

6.3 SPECIAL SETTLEMENTSERVICES 22

6.4 REQUESTS FORINFORMATION 22

6.5 INFORMATION CONCERNING DEPOSITS AT J.P. MORGAN’S NON-U.S.BRANCHES 22

6.6 INSURANCE 23

6.7 SECURITY HOLDINGDISCLOSURE 23

6.8 U.S. REGULATORY DISCLOSURE; CERTAIN INFORMATION OF THECUSTOMER 23

6.9 USE OF J.P. MORGAN’S NAME 24

7. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER 24

7.1 STANDARD OF CARE; LIABILITY 24

7.2 FORCEMAJEURE 25

7.3 J.P. MORGAN MAY CONSULT WITHCOUNSEL 26

7.4 J.P. MORGAN PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS ASA RESULT 26

7.5 ANCILLARYSERVICES 26

8. TAXATION 26

8.1 TAXOBLIGATIONS 26

8.2 TAX RELIEFSERVICES 27

9. TERM AND TERMINATION 27

9.1 TERM AND TERMINATION 27

9.2 EXITPROCEDURE 28

10. MISCELLANEOUS 29

10.1 NOTICE 29

10.2 SUCCESSORS AND ASSIGNS 29

10.3 ENTIRE AGREEMENT AND AMENDMENTS 29

10.4 GOVERNING LAW ANDJURISDICTION 30

10.5 SEVERABILITY; WAIVER; ANDSURVIVAL 30

10.6 CONFIDENTIALITY 30

10.7 COUNTERPARTS 31

10.8 NO THIRD PARTYBENEFICIARIES 32

APPENDIX 1 34

SCHEDULE A J.P. Morgan Investor Services Global Custody Restricted Markets 35

Annex A Electronic Access 36

Annex B 38

Annex C Security Standards 41

GLOBAL CUSTODY AGREEMENT

This agreement, dated June 22, 2020 (the “Agreement”), is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("J.P. Morgan"), with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the investment companies listed in Annex B to this Agreement (each, a “Customer”), on behalf of itself and each of its series listed under its name on Annex B (each, a “Fund”), as applicable, severally and not jointly with a place of business at 51 Madison Avenue, New York, NY, 10010. For the sake of clarity, the term Customer shall include an investment company acting on behalf of itself and, with respect to investment companies acting on behalf of Funds, the relevant Funds.

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1 Intention of the Parties

(a) MainStay DefinedTerm Municipal Opportunities Fund is a closed-end management investment company, and each other Customer is an open-end management investment company, registered under the Investment Company Act of 1940, with the purpose of investing the Funds’ assets in certain types of securities and instruments, as more fully described in each Fund’s Registration Statement, as amended from time to time.

(b) This Agreement sets out the terms on which J.P. Morgan will provide custodial, settlement, asset servicing and other associated services to the Customer. J.P. Morgan will be responsible for the performance of only those duties expressly set forth in this Agreement. Any amendment, supplement, enhancement, replacement or modification to, or variation of, the services as outlined herein shall be subject to the applicable provisions of this Agreement.

(c) Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other burdens and costs. The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment advice in connection with the services under this Agreement and that Customer remains responsible for assessing and managing investment related exposures arising out of Country Risk. Accordingly, J.P. Morgan will not be liable for any Liabilities resulting from Country Risk.

(d) The terms and conditions of this Agreement are applicable only to the services that are specified in this Agreement.

1.2 Definitions; Interpretation

(a) Definitions

As used herein, the following terms have the meanings hereinafter stated.

“1940 Act” means Investment Company Act of 1940. “Account” has the meaning set forth in Section 2.1. “Account Assets” has the meaning set forth in Section 4.3(a).

“Affiliated Subcustodian Bank” means a Subcustodian that is both a subsidiary of JPMorgan Chase & Co. and either (i) a bank chartered or incorporated in the United States of America or (ii) a branch or subsidiary of such a bank.

“AML/Sanctions Requirements” means (a) any Applicable Law (including but not limited to the rules and regulations of the United States Office of Foreign Assets Control) applicable to J.P. Morgan, or to any J.P. Morgan Affiliate engaged in servicing any Account, which governs (i) money laundering, the financing of terrorism, insider dealing or other unlawful activities, or the use of financial institutions to facilitate such activities or (ii) transactions involving individuals or institutions which have been prohibited by, or are subject to, sanctions of any governmental authority; and (b) any J.P. Morgan policies and procedures reasonably designed to assure compliance with any such Applicable Law.

“Applicable Law” means any applicable statute (including the 1940 Act, the Investment Advisers Act of 1940, the Securities Act of 1933 (“1933 Act”) and the Securities Exchange Act of 1934 (“1934 Act”)), treaty, rule, regulation or law (including common law) and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

“Authorized Person” means the Investment Adviser and any person who has been designated by written notice from the Customer (or by any agent designated by the Customer) to act on behalf of the Customer of the Funds under this Agreement and any person who has been given a User Code by the Customer or any person authorized by the Customer to receive a User Code from J.P. Morgan which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as J.P. Morgan receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Confidential Information” means any and all non-public information concerning the Customer, Investment Advisers, Funds or the Accounts which J.P. Morgan or any of its Affiliates receives or has access to in the course of providing services under this Agreement, regardless of whether or how such information is marked or whether the information is owned by Customer or a third party. Nevertheless, except with respect to personal information received by J.P. Morgan from Customer under this Agreement, the term Confidential Information does not include (i) information that is or becomes available to the general public other than as a direct result of J.P. Morgan’s breach of the terms of this Agreement, (ii) information that J.P. Morgan develops independently without using the Customer’s confidential information, (iii) information that J.P. Morgan obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to the Customer with respect to that information, or (iv) information that the Customer has designated as non-confidential or consented to be disclosed.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Financial Asset, but does not include rights with respect to class action litigation or proxy voting.

“Counterparty” has the meaning set forth in Section 2.1(c).

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation, capital controls or other governmental actions; the country’s financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Dormant Account” has the meaning set forth in Section 2.1(d).

“Eligible Foreign Custodian” means (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country's government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank (as defined in rule 17f-5 under the 1940 Act) or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States; and (iii) any other entity (other than an Eligible Securities Depository) that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

“Eligible Securities Depository” shall have the same meaning as in rule 17f-7 under the 1940 Act, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5 under the 1940 Act.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Security Entitlement against the Securities Intermediary.

“Financial Asset” means a Security and refers, as the context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate or a Security Entitlement. The term “Financial Asset” does not include cash.

“Foreign Custody Manager” has the meaning as set forth in paragraph (a) of Section [5.3] of this Agreement.

“Instruction” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, that J.P. Morgan believes in good faith and in satisfaction of J.P. Morgan’s Standard of Care to have been given by an Authorized Person.

“Investment Adviser” means any person or entity appointed as investment adviser or manager of any of the Funds.

“J.P. Morgan Affiliate” means an entity controlling, controlled by, or under common control with J.P. Morgan.

“J.P. Morgan Indemnitees” means J.P. Morgan, J.P. Morgan Affiliates, Subcustodians, and their respective nominees, directors, officers, employees and agents.

“J.P. Morgan’s Standard of Care” has the meaning set forth in Section 7.1(a) of this Agreement.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on a party’s own income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements reasonably incurred) and, where relevant, any and all amounts owing to J.P. Morgan by the Customer’s counterparty in connection with collateral Accounts or control Accounts established at J.P. Morgan pursuant to the Customer’s Instruction and outstanding from time to time, provided that fees due in accordance with this Agreement that are subject to bona fide dispute shall not be considered Liabilities until the completion of a mutually agreed upon invoice dispute resolution process between J.P. Morgan and the Customer.

“Proxy Voting Service” has the meaning set forth in Section 2.11(a).

“SEC” means the Securities and Exchange Commission.

“Securities” means shares, stocks, debentures, bonds, notes or other like obligations or other investment items, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets and any other property as any of the foregoing may be acceptable to J.P. Morgan for the Securities Account.

“Securities Account” has the meaning set forth in Section 2.1(a)(i).

“Securities Depository” means any securities depository, clearing corporation, dematerialized book entry system or similar system for the central handling of Securities, whether or not acting in that capacity.

“Security Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Securities Intermediary” means J.P. Morgan, a Subcustodian, a Securities Depository and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Security Procedure” means the applicable security procedure to be followed by the Customer (and its Authorized Persons) and/or by J.P. Morgan, so as to enable J.P. Morgan to verify that an instruction is authorized. The applicable Security Procedure for different types of instructions may be set forth in service level documentation in effect from time to time with respect to the services set forth in this Agreement or in separate documentation and may be updated by J.P. Morgan from time to time upon notice to the Customer. A Security Procedure may, without limitation, involve the use of User Codes, dual-factor authentication, telephone call backs, or third party utilities. For the avoidance of doubt, an authenticated SWIFT message issued in the name of the Customer through any third party utility that J.P. Morgan has approved as a utility through which Instructions may be provided hereunder, shall be deemed to have been verified through a Security Procedure.

“Subcontractor” means any person, other than a J.P. Morgan Affiliate, to whom J.P. Morgan subcontracts the provision of any part of the Services. “Subcontractor” does not include any Subcustodian, Securities Depository or any entity referred to in Section 7.5 of this Agreement.

“Subcustodian” means any of the subcustodians appointed by J.P. Morgan from time to time to hold Financial Assets and act on its behalf in different jurisdictions and includes any Affiliated Subcustodian Bank. J.P. Morgan will make available to the Customer an up-to-date list of Subcustodians via J.P. Morgan’s website in accordance with Section 3.5 (Electronic Access). In no event will an entity that is a Securities Depository, whether or not acting in that capacity, be deemed to be a Subcustodian. For the avoidance of doubt, the transfer agent of a Financial Asset shall not be deemed to be a Subcustodian with respect to that Financial Asset.

“User Code” means a password digital certificate, identifier (including biometric identifier), security device, algorithm, encryption or other similar procedure used by the Customer or an Authorized Person to access J.P. Morgan’s systems, applications or products or to issue Instructions to J.P. Morgan.

(b) Interpretation

(i) Headings are for convenience of reference only and shall not in any way form part of or affect the construction or interpretation of any provision of this Agreement.

(ii) Unless otherwise expressly stated to the contrary herein, references to Sections are to Sections of this Agreement and references to paragraphs are to paragraphs of the Sections in which they appear.

(iii) Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa) use of the term “including” shall be deemed to mean “including but not limited” to, and references to appendices and numbered sections shall be to such addenda and provisions herein.

(iv) Unless the context requires otherwise, any reference to a statute or a statutory provision shall include such statute or provision as from time to time modified to the extent such modification applies to any service provided hereunder. Any reference to a statute or a statutory provision shall also include any subordinate legislation made from time to time under that statute or provision.

(v) The Schedules, Appendices and Annexes to the Agreement are incorporated herein by reference and form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement. If and to the extent that there is an inconsistency between the terms of the body of the Agreement and its Schedules, Appendices and Annexes, the terms of the body of the Agreement shall prevail unless expressly stated otherwise.

2. WHAT J.P. MORGAN IS REQUIRED TO DO

2.1 Set Up Accounts

(a) J.P. Morgan will establish and maintain the following accounts (“Accounts”):

(i) one or more accounts in the name of the Customer on behalf of each Fund (or in another name requested by the Customer that is acceptable to J.P. Morgan) to which Financial Assets are or may be credited (each a “Securities Account”), which may be held by J.P. Morgan, a Subcustodian or a Securities Depository for J.P. Morgan on behalf of the Customer, including as an Entitlement Holder; and

(ii) one or more deposit accounts in the name of the Customer on behalf of each Fund (or in another name requested by the Customer that is acceptable to J.P. Morgan) (each, a “Cash Account”) for any and all cash in any currency received by J.P. Morgan or on behalf of J.P. Morgan for the account of the Customer.

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account.

(b) At the request of the Customer, additional Accounts may be opened in the future, including for purposes of segregating certain Account Assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by a Fund, or in connection with bank or interfund loans secured by Customer assets, and such additional Accounts shall be subject to the terms of this Agreement and, to the extent any such additional Accounts are for the purpose of holding collateral pledged by the Customer to the benefit of a third party other than a Counterparty (as defined in Section 2.1(c) below), such Account shall be subject to the terms and conditions of an account control agreement to be entered into between J.P. Morgan, the Customer and the relevant third party (“Account Control Agreement”), as applicable, in addition to the terms of this Agreement.

(c) In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between J.P. Morgan and the Counterparty in addition to the terms of this Agreement.

(d) If any provision of this Agreement, including, for the avoidance of doubt, Section 4.3, conflicts with the terms of an Account Control Agreement, the terms of the Account Control Agreement shall prevail.

(e) Upon not less than thirty (30) days’ prior written notice to the Customer, J.P. Morgan may close any Account for which J.P. Morgan has not received any Instructions for at least one (1) year or which J.P. Morgan otherwise reasonably determines to be dormant (each a “Dormant Account”). J.P. Morgan will, upon closure of a Dormant Account, move any Account Assets in that Account into another account of the Customer and, in the case of cash payment, J.P. Morgan is authorized to enter into any foreign exchange transactions with the Customer needed to facilitate the payment, as contemplated by Section 2.14.

(f) J.P. Morgan’s obligation to open Accounts pursuant to Section 2.1(a) is conditional upon J.P. Morgan receiving such of the following documents as J.P. Morgan may require:

(i) a certified copy of the Customer's constitutional documents as in force at the time of receipt;

(ii) evidence reasonably satisfactory to J.P. Morgan of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer's board of directors or equivalent governing body);

(iii) in cases where the Customer designates an investment manager, evidence reasonably satisfactory to J.P. Morgan of that appointment as an Authorized Person and of the officers and employees of the investment manager authorized to act with respect to the relevant Account;

(iv) information about the Customer’s financial condition, such as its audited and unaudited financial statements; and

(v) in the case of any Account opened in a name other than that of the Customer, documentation with respect to that name similar to that set forth in paragraphs (i) –(iv).

2.2 Deposit of Cash

(a) Any cash in any currency received by or on behalf of J.P. Morgan for the account of the Customer will be either:

(i) deposited during the period it is credited to the Account in one or more deposit accounts at J.P. Morgan in New York at one of J.P. Morgan’s non-U.S. branch offices, and will constitute a debt owing to the Customer by J.P. Morgan as banker, provided that (A) any cash so deposited with a non-U.S. branch office will be payable exclusively by that branch office in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency and (B) from time to time, J.P. Morgan may, in its discretion, pay interest on any such deposit account at a rate to be determined by J.P. Morgan (or charge interest if, at the time, the prevailing interest rate in the relevant market for similar deposits in the same currency is negative); or

(ii) pursuant to the Customer’s Instructions to open an account with the relevant Subcustodian, deposited in an account maintained in the name of the Customer at the Subcustodian in the relevant market, in which case the deposit will constitute a debt owing to the Customer by that Subcustodian as the Customer’s banker and not by J.P. Morgan, payable exclusively in the applicable currency at that Subcustodian; for the avoidance of doubt, cash held in that account will not be part of the Cash Account(s).

(b) Any amounts credited by J.P. Morgan to the Cash Account on the basis of a notice or a provisional credit from a third party, may be reversed if J.P. Morgan does not receive final payment in a timely manner. J.P. Morgan will notify the Customer promptly of any such reversal.

2.3 Segregation and Registration of Assets; Nominee Name

(a) J.P. Morgan will identify in its books that those Financial Assets credited to the Customer’s Securities Account belong to the Customer, whether held directly or indirectly, as applicable, through Securities Depositories or Subcustodians (except as may be otherwise agreed by J.P. Morgan and the Customer).

(b) To the extent permitted by Applicable Law or market practice, J.P. Morgan will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by J.P. Morgan on behalf of its customers belong to customers of J.P. Morgan, such that it is readily apparent that the Financial Assets do not belong to J.P. Morgan or the Subcustodian.

(i) hold Financial Assets by physical possession of the share certificates or other instruments representing such Financial Assets to the extent such Financial Assets are customarily held in bearer form or are delivered to J.P. Morgan or its Subcustodian in bearer form;

(ii) hold Financial Assets or deposit Financial Assets with any Securities Depository;

(iii) hold Financial Assets in omnibus accounts on a fungible basis and accept delivery of Financial Assets of the same class and denomination as those deposited by the Customer;

(iv) register in the name of the Customer, J.P. Morgan, a Subcustodian, a S ecurities Depository or their respective nominees, such Financial Assets as are customarily held in registered form, provided that J.P. Morgan shall, upon request, provide accurate information to the Customer and such other persons as the Customer may designate with respect to the registration status of the Customer’s Financial Assets; and

(v) decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations.

(d) For the avoidance of doubt, unless J.P. Morgan has provided prior written approval, the Customer may not instruct a third party to register any Financial Asset in the name of J.P. Morgan, a Subcustodian, a Securities Depository or any of their respective nominees. The Customer agrees that any Financial Asset registered in the name of J.P. Morgan, a Subcustodian, a Securities Depository or any of their respective nominees without J.P. Morgan’s authorization shall not be considered to be held in custody under this Agreement.

2.4 Settlement of Transactions

Subject to Section 3 and Section 4.2 of this Agreement, J.P. Morgan will act in accordance with Instructions with respect to settlement of transactions. Absent mutually agreed instructions to the contrary, settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. If it is not possible to settle the transaction in accordance with any Instruction, J.P. Morgan shall notify the Customer in accordance with Section 3.1(c) and 3.3(a), as applicable. For the avoidance of doubt, such standards shall include practices regarding delivery against receipt or delivery in advance of receipt that may be prevailing in the applicable market for the type of transaction being settled. Without limiting the generality of the foregoing, the Customer authorizes J.P. Morgan to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any such action will be borne by the Customer; provided, however, that J.P. Morgan has not otherwise acted with negligence, fraud or willful misconduct in connection with such loss. In the case of the failure of the Customer’s counterparty (or other

appropriate party) to deliver the expected consideration as agreed, J.P. Morgan will notify the Customer of such failure and, upon Customer’s request, use reasonable efforts to contact the counterparty to seek settlement at the direction of the Customer. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.P. Morgan will promptly provide information reasonably requested by the Customer that J.P. Morgan has in its possession to allow the Customer to enforce rights that the Customer has against the Customer’s counterparty, but neither J.P. Morgan nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

(a) Except to the extent J.P. Morgan and the Customer have agreed to treat settlement of a transaction under the contractual settlement date accounting basis set forth in Section 2.5, J.P. Morgan will post such transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by J.P. Morgan.

(b) J.P. Morgan reserves the right to reverse any transactions that are credited to the Accounts due to mis- postings, errors and other similar actions.

2.5 Contractual Settlement Date Accounting

(a) Subject to the other provisions of this Section 2.5, J.P. Morgan will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which J.P. Morgan customarily offers contractual settlement date accounting.

(i) Sales: On the settlement date for a sale, J.P. Morgan will credit the Cash Account with the proceeds of the sale and post the Securities Account as pending delivery of the relevant Financial Assets.

(ii) Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), J.P. Morgan will debit the Cash Account for the settlement amount and will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until J.P. Morgan or a Subcustodian actually receives them.

(b) J.P. Morgan may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction's actual settlement upon notice to the Customer if J.P. Morgan reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any Liabilities resulting from such reversal, unless such Liabilities were caused by J.P. Morgan’s breach of J.P. Morgan’s Standard of Care under this Agreement. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and J.P. Morgan does not undertake to make loans of cash and/or Financial Assets available to the Customer.

(c) J.P. Morgan shall make available on its web site a list of the markets for which it provides contractual settlement date accounting. J.P. Morgan may add markets to or remove markets from the contractual settlement date accounting service upon notice to the Customer that is reasonable in the circumstances. Additionally, J.P. Morgan reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational

reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall.

(a)

2.6 Income Collection (AutoCredit^®)

(a) J.P. Morgan will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets held in the Securities Account, and will promptly notify the Customer of such information.

(b) Except in cases where J.P. Morgan agrees to offer the AutoCredit service described in paragraph (c) of this Section 2.6, J.P. Morgan shall not be required to credit income on Financial Assets, net of any taxes withheld by J.P. Morgan or any third party, prior to actual receipt and reconciliation by J.P. Morgan.

(c) Unless J.P. Morgan notifies Customer to the contrary, J.P. Morgan will credit the Cash Account with the anticipated income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by J.P. Morgan or any third party (such service hereinafter defined as “AutoCredit”) for those Financial Assets and/or markets for which J.P. Morgan customarily offers an AutoCredit service. J.P. Morgan may reverse AutoCredit credits upon notice to the Customer if J.P. Morgan believes that the corresponding payment will not be received by J.P. Morgan within a reasonable period of time or the credit was incorrect. Promptly upon the Customer’s request, J.P. Morgan shall provide the Customer’s Investment Adviser with relevant information related to any such reversal of credits. J.P. Morgan shall make available on its web site a list of the markets for which it provides AutoCredit. J.P. Morgan may add markets to or remove markets from the AutoCredit service upon notice to the Customer that is reasonable in the circumstances. Additionally, J.P. Morgan reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall.

(d) J.P. Morgan will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and, within two business days from the day on which it receives knowledge of such late payment, notify the Customer of the late payment; however, neither J.P. Morgan nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.7 Miscellaneous Administrative Duties

(a) Until J.P. Morgan receives Instructions to the contrary, J.P. Morgan will:

(i) present all Financial Assets for which J.P. Morgan has received written notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

(ii) execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets;

(iii) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title; and

(iv) take any action that may be reasonably appropriate in connection with the receipt of such income and other payments.

(b) In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, J.P. Morgan will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by J.P. Morgan, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to J.P. Morgan its interest in such fractional interests.

(c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, J.P. Morgan will allot the amount redeemed among J.P. Morgan’s global custody customers who are the respective beneficial holders of such a class of Financial Assets in a manner that J.P. Morgan deems to be fair and equitable.

2.8 Corporate Actions

(a) J.P. Morgan will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. J.P. Morgan also will review information obtained from sources to which J.P. Morgan subscribes for information concerning such Corporate Actions. J.P. Morgan will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person. Such notice will clearly identify the timeframe in which the Customer shall provide Instructions in relation to such Corporate Action. J.P. Morgan will also properly record such Corporate Actions on its internal systems, including associated receivables, and will allocate proceeds accordingly to Customer based on such Customer’s holdings.

(b) J.P. Morgan will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide J.P. Morgan with timely Instructions with respect to any Corporate Action within the timeframe set out in the notification J.P. Morgan provides under section 2.8(a) with respect to such Corporate Action, neither J.P. Morgan nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by J.P. Morgan and the Customer (including pursuant to a standing Instruction) or as may be set forth by J.P. Morgan as a default action in the notification it provides under Section 2.8(a) with respect to that Corporate Action.

2.9 Securities Litigation Settlements

Any notices received by J.P. Morgan’s corporate actions department about a settled securities litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if J.P. Morgan, using reasonable care and diligence in the circumstances, identifies that the Customer held the relevant Financial Assets in custody with J.P. Morgan at the relevant time. J.P. Morgan will not make filings in the name of the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and J.P. Morgan. The services set forth in this Section 2.9 are available only in certain markets, details of which are available from J.P. Morgan on request.

2.1 0 Proxies

(a) With respect to U.S. Financial Assets and, in cases where the Customer elects to subscribe to the service described in this Section 2.10, other Financial Assets, J.P. Morgan will

monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.10(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).

(b) The Proxy Voting Service is available only in certain markets and for certain types of Financial Assets, details of which are available from J.P. Morgan on request. Provision of the Proxy Voting Service is conditional upon receipt by J.P. Morgan of a duly completed enrollment form as well as all documentation that may be required for certain markets.

(c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by J.P. Morgan on a case by case basis.

(d) The Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

(i) the Financial Assets being on loan or out for registration; (ii) the pendency of conversion or another corporate action;

(iii) the Financial Assets being held in a margin or collateral account at J.P. Morgan or another bank or broker, pledged to a Counterparty, or otherwise in a manner which affects voting;

(iv) local law or market practices, or restrictions by the issuer; and

(v) J.P. Morgan being required to vote all shares held for a particular issue for all of J.P. Morgan’s customers on a uniform basis (i.e., a “yes” or “no” vote for the total position based on net voting instructions received from all its customers). Where this is the case, J.P. Morgan will notify the Customer.

2.1 1 Statements of Account

(a) J.P. Morgan will provide the Customer with electronic access to Account information (the “Information”) that will enable the Customer to generate or receive reports and statements of account for each Account and to identify Account Assets as well as Account transactions. The Customer will review the Information and give J.P. Morgan written notice of (i) any suspected error or omission or (ii) the Customer’s inability to access any such Information. The Customer will provide J.P. Morgan such notice within a reasonable time after (x) the Information is made available to the Customer or (y) the Customer discovers that it is unable to access the Information, as the case may be.

(b) The Customer acknowledges that Information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis -postings, delays in updating Account records, and other causes. J.P. Morgan will not be liable for any Liabilities arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.

2.1 2 Access to J.P. Morgan’s Records

(a) J.P. Morgan will, upon reasonable written notice, allow the Customer, Customer’s auditors and independent public accountants, or other designated representatives of the Customer such reasonable access to the records of J.P. Morgan relating to the Accounts as may be required in connection with their examination of books and records pertaining to the Customer’s affairs. Subject to restrictions under the relevant local law, J.P. Morgan shall direct any Subcustodian to permit the Customer and its auditors and independent public accountants or other designated representatives of the Customer, reasonable access to the records of any Subcustodian of Financial Assets held in the Securities Account as may be required in connection with such examination.

(b) During the performance of this Agreement and for any period required by Applicable Law with respect to J.P. Morgan’s provision of the services hereunder, J.P. Morgan will maintain complete, accurate and auditable records pertaining to this Agreement, including all books and records which J.P. Morgan is required to maintain pursuant to Applicable Law. All such books and records maintained by J.P. Morgan shall be maintained in a form acceptable under Applicable Law as it applies to J.P. Morgan in its capacity as custodian of the Customer’s assets. During the term of this Agreement and for a period of at least three (3) years after the termination of this Agreement, J.P. Morgan will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of J.P. Morgan relating to the Accounts.

(c) Within 30 days of receiving the Customer’s request, J.P. Morgan will send to the Customer (i) all reports J.P. Morgan receives from Securities Depositories concerning their systems of internal accounting control, and/or (ii) a copy of J.P. Morgan’s then available Service Organizational Control (SOC) 1 reports (or any successor reports) (“SOC 1 Type 2”) prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16.

2.1 3 Maintenance of Financial Assets at Subcustodian Locations

(a) Unless Instructions require another location acceptable to J.P. Morgan, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are located. J.P. Morgan shall post on its website from time to time a list of the countries and jurisdictions for which it supports custody services; J.P. Morgan reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those on the list. J.P. Morgan shall not use a Subcustodian to hold U.S. domestic Financial Assets which are held through the Depository Trust Company or the Federal Reserve System unless specifically instructed by the Customer. To the extent the Customer instructs J.P. Morgan to use a Subcustodian to hold such U.S. domestic Financial Assets, J.P. Morgan will act in accordance with the applicable provisions of Rule 17f-4 under the 1940 Act.

(b) J.P. Morgan reserves the right to restrict the services it provides in, and the Liabilities it incurs with respect to, certain markets that are deemed by J.P. Morgan to be restricted markets from time to time. J.P. Morgan shall make available on its web site a list of markets that are restricted. A summary of current related restrictions on services and Liabilities relating to restricted markets, is set forth in Schedule A - J.P. Morgan Investor Services Global Custody

Restricted Market Limitations. J.P. Morgan may update Schedule A from time to time upon written notice to the Customer.

2.1 4 Foreign Exchange Transactions

To facilitate the administration of the Customer's trading and investment activity, J.P. Morgan may, but will not be obliged to, enter into spot or forward foreign exchange contracts as principal with the Customer or an Authorized Person, and may also provide foreign exchange contracts and facilities through J.P. Morgan Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts and facilities, but J.P. Morgan may establish rules or limitations concerning any foreign exchange contract or facility made available. In all cases where J.P. Morgan or J.P. Morgan Affiliates or Subcustodians enter into foreign exchange contracts or facilities with the Customer, J.P. Morgan will not be executing or otherwise placing any foreign exchange transaction as the Customer’s agent, and such transactions will be governed by the terms and conditions of such foreign exchange contracts or facilities (as the case may be). Such foreign exchange contracts and facilities shall not be deemed as part of the custodial, settlement or associated services under this Agreement. With respect to the Customer’s foreign exchange contracts or facilities with J.P. Morgan, J.P. Morgan will be acting on a principal basis as the Customer’s counterparty on such foreign exchange contracts or facilities (as the case may be).

2.1 5 Assets Not Controlled by J.P. Morgan

(a) J.P. Morgan will not be obliged to (i) hold Account Assets with any person not agreed to by J.P. Morgan or (ii) register or record Financial Assets in the name of any person other than J.P. Morgan, a Subcustodian, or their respective nominee or (iii) register or record Financial Assets in the name of J.P. Morgan or its nominee if J.P. Morgan concludes cannot be operationally supported or (iv) register or record on J.P. Morgan’s records Financial Assets or cash held outside of J.P. Morgan’s control. If, however, the Customer makes any such request and J.P. Morgan agrees to the request, the consequences of doing so will be at the Customer’s own risk. J.P. Morgan shall not be responsible for the control of any such Financial Asset or cash, for verifying the Customer’s initial or ongoing ownership of any such Financial Asset or cash or for income collection, proxy voting, class action litigation or Corporate Action notification and processing with respect to any such Financial Asset. Any transaction relating to the settlement of the purchase or sale of any such Financial Asset shall be treated for purposes of this Agreement as a cash only movement.

(b) From time to time, at the Customer’s request, J.P. Morgan may agree to hold in its vault on the Customer’s behalf documentation relating to Financial Assets not held in J.P. Morgan’s control. Notwithstanding anything in this Agreement to the contrary, J.P. Morgan shall not be responsible for reviewing this documentation for any purpose, including authenticity, sufficiency or relevance to the Financial Asset to which it purports to relate.

2.1 6 Change Requests

(a) If either party wishes to propose any amendment or modification to, or variation of, J.P. Morgan’s services contemplated by this Agreement including the scope or details of the services (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the other party, specifying in as much detail as is reasonably practicable the nature of the Change.

(b) Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether implementation of the Change Request should result in a modification of the fees contemplated by Section 4.1, and the basis upon which J.P. Morgan will be compensated for implementing the Change Request.

(c) If a change to Applicable Law requires a Change, the parties shall follow the processes set forth in this Section to initiate a Change Request. If the change in Applicable Law results in a Change, or an increase in J.P. Morgan’s costs or risk associated with provision of its services contemplated by this Agreement, J.P. Morgan shall, following consultation with the Customer and mutual agreement on any fee modification (such agreement not to be unreasonably withheld by the Customer), be entitled to an appropriate increase in the fees contemplated by Section 4.1. of this Agreement. J.P. Morgan shall bear its own costs with respect to implementing a Change Request based upon a change in Applicable Law except that:

(i) J.P. Morgan shall be entitled to charge the Customer for any changes to software that has been developed or customized at the Customer’s request; provided that such charges and changes have been pre-approved by Customer; and

(ii) J.P. Morgan shall be entitled to charge the Customer for any Changes required as a result of the change in Applicable Law affecting the Customer in a materially different way than it affects J.P. Morgan’s other customers, or which the Customer wishes J.P. Morgan to implement in a way different from what J.P. Morgan reasonably intends to implement for its other customers; provided that such charges and changes have been pre-approved by Customer (such approval not to be unreasonably withheld by the Customer).

3. INSTRUCTIONS

3.1 Acting on Instructions; Method of Instruction and Unclear Instructions

(a) The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer is solely responsible for the accuracy and completeness of Instructions, their proper delivery to J.P. Morgan, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. J.P. Morgan will not be responsible for any Liabilities resulting from the Customer’s failure to perform these responsibilities. The Customer will indemnify the J.P. Morgan Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the J.P. Morgan Indemnitees as a result of any action or omission taken in accordance with any Instruction provided that J.P. Morgan shall not be indemnified against or held harmless from any Liability arising out of J.P. Morgan’s or any JP Morgan Indemnitee’s breach of J.P. Morgan’s Standard of Care in carrying out such Instruction.

(b) To the extent possible, Instructions to J.P. Morgan shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system acceptable to J.P. Morgan.

(c) J.P. Morgan shall promptly notify an Authorized Person if J.P. Morgan determines that an Instruction does not contain all information reasonably necessary for J.P. Morgan to carry out the Instruction. J.P. Morgan may decline to act upon an Instruction if it does not receive

missing information, clarification or confirmation reasonably satisfactory to it. J.P. Morgan will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification, or confirmation satisfactory to it; provided that

J.P. Morgan has acted in accordance with the Standard of Care.

3.2 Verification and Security Procedures

(a) J.P. Morgan and the Customer shall comply with any applicable Security Procedures to permit J.P. Morgan to verify the authenticity of Instructions.

(b) The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall promptly notify J.P. Morgan if it does not believe that any relevant Security Procedure is commercially reasonable, and its adherence to any Security Procedure without objection constitutes its agreement that it has determined the Security Procedure to be commercially reasonable.

(c) The Customer and its Authorized Persons are solely responsible for ensuring that the User Codes are reasonably safeguarded and known to and used by only the respective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or the Customer or its relevant Authorized Person reasonably suspects that the User Codes may be) lost, stolen, damaged, altered, unduly disclosed, known in a manner inconsistent with its purposes or compromised, (ii) the Customer’s or any Authorized Persons’ access to J.P. Morgan’s systems, applications or products, or any third party messaging platform through which the Instructions are transmitted, is revoked or suspended, or (iii) the Customer or an Authorized Person reasonably suspects any technical or security failure relating to any systems, applications or products of J.P. Morgan or any third party messaging platform through which the Instructions are transmitted, the Customer shall immediately cease using such system, application, product or platform and promptly notify J.P. Morgan.

3.3 Instructions Contrary to Law/Market Practice

(a) J.P. Morgan need not act upon Instructions that it reasonably believes are contrary to law, regulation or market practice. J.P. Morgan shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event that J.P. Morgan does not act upon such Instructions, J.P. Morgan will notify the Customer as soon as reasonably practicable under the circumstances.

(b) J.P. Morgan shall not incur liability by refusing in good faith to perform any duty or obligation herein which in its reasonable judgment is improper or unauthorized.

3.4 Cut-Off Times

J.P. Morgan has established cut-off times for receipt of Instructions, which will be made available to the Customer. If J.P. Morgan receives an Instruction after its established cut-off time, J.P. Morgan will attempt to act upon the Instruction on the day requested only if J.P. Morgan deems it practicable to do so or otherwise as soon as practicable after the day on which the Instruction was received.

3.5 Electronic Access and Cybersecurity

(a) Access by the Customer to certain systems, applications or products of J.P. Morgan shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access. The Customer and its Authorized Persons shall use User Codes to access J.P. Morgan’s systems, applications or products unless otherwise agreed by J.P. Morgan.

(b) Each of the Customer and J.P. Morgan will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that meet or exceed industry security standards and that, among other things, protect against anticipated threats or hazards to the security or integrity of their respective systems and data in their respective possession or control, including, in the case of J.P. Morgan, Confidential Information of Customer. J.P. Morgan may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity. Without limiting the foregoing, J.P. Morgan will utilize security standards that meet or exceed those set forth in Annex C to this Agreement.

(c) Each of the Customer and J.P. Morgan will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

(d) J.P. Morgan will, upon reasonable written notice, make available to the Customer, Customer’s auditors and regulators, or other designated representatives of the Customer, a summary of its policies, procedures, or other documents that have been internally approved for external review as they pertain to J.P. Morgan’s performance hereunder and compliance with applicable laws and regulations and the terms of this Agreement, to demonstrate J.P. Morgan’s compliance with this Section and to allow assessment of J.P. Morgan's internal controls, including its information security practices . Additionally, J.P Morgan will, upon Customer’s request, provide, prompt, responsive and complete responses to Customer’s assessment questionnaire, which is, or is based on, a recognized industry standard questionnaire and supporting evidence methodology, such as the Santa Fe Group’s Standard Information Gathering LITE (SIG LITE) questionnaire, and will correct any vulnerabilities, deficiencies, or problems presenting a material risk to such compliance, controls, or practices as mutually agreed by parties, each exercising good faith and reasonable discretion. J.P. Morgan will reasonably cooperate with Customer’s efforts to meet its regulatory obligations with respect to information security, to the extent such regulations apply to J.P. Morgan’s performance under this Agreement and with the Customer’s reasonable requests for access to such records and procedures related to J.P. Morgan’s performance under this Agreement in connection with any request by regulators auditing Customer, or in connection with an investigation pursuant to a Security Incident (as defined below). J.P. Morgan also agrees to, upon reasonable request, make one of its subject matter experts available in person to discuss the Customer’s reasonable concerns and questions related to J.P. Morgan’s information security practices, at a J.P. Morgan location to be determined by J.P. Morgan at the time. J.P. Morgan maintains a vendor management program under which suppliers and third parties are required to comply with J.P. Morgan's minimum control requirements, be subject to security audits of supplier systems that have access to J.P. Morgan systems and third party security assessments.

3.6 Recording of Telephone Communications

Either party may record any of their telephone communications.

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO J.P. MORGAN

4.1 Fees and Expenses

The Customer will pay J.P. Morgan for its services under this Agreement such fees as may be agreed upon by the parties in writing from time to time, together with J.P. Morgan's reasonable out-of-pocket expenses or incidental expenses, including legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers or their agents. The parties shall have the right to jointly review such fees once after the fifth year anniversary of this Agreement. Invoices will be payable within sixty (60) days of Customer’s receipt of the invoice. J.P. Morgan also reserves the right to charge a reasonable account maintenance fee for any Dormant Account upon notice to the Customer. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may deduct amounts invoiced from the Cash Account except such portion of the invoice that the Customer has objected to within sixty (60) days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to J.P. Morgan’s other rights, J.P. Morgan reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as J.P. Morgan customarily charges for similar overdue amounts. Unless expressly specified in this Agreement, fees and expenses hereunder excludes any price or cost that J.P. Morgan may charge as the Customer’s counterparty in the event J.P. Morgan enters into a principal trans action with the Customer.

4.2 Overdrafts

If a debit to any currency in the Cash Account results or would result in a debit balance, then J.P. Morgan may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If J.P. Morgan elects to make such an advance, the advance will be deemed a loan to the Customer, payable either on demand or automatically upon the occurrence of any event with respect to the Customer that is specified in either section 9.1(c)(i) of this Agreement or section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time. Any such advance will bear interest at the applicable rate charged by J.P. Morgan from time, to time for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which J.P. Morgan makes similar overdrafts available from time to time. No prior action or course of dealing on J.P. Morgan’s part with respect to the settlement of transactions on the Customer’s behalf will be asserted by the Customer against J.P. Morgan for J.P. Morgan’s refusal to make advances to the Cash Account or refusal to settle any transaction for which the Customer does not have sufficient available funds in the applicable currency in the Account. The Customer acknowledges that any advance made under this Agreement is intended to be treated as a “securities contract” for purposes of the U.S. Bankruptcy Code to the maximum extent permitted by that Code, as amended from time to time.

4.3 J.P. Morgan’s Right Over Account Assets; Set-off

(a) Without prejudice to J.P. Morgan’s rights under Applicable Law, J.P. Morgan and J.P. Morgan Affiliates shall have, and the Customer grants to J.P. Morgan and J.P. Morgan

Affiliates, a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer by

J.P. Morgan (“Account Assets”) as security for any and all Liabilities of the Customer to J.P. Morgan and/or any J.P. Morgan Affiliates arising under this Agreement and J.P. Morgan shall be entitled to all rights and remedies available to a secured party under Applicable Law with respect to the Account Assets, including, without notice to the Customer, withholding delivery of such Account Assets, selling or otherwise realizing any of such Account Assets and applying the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. J.P. Morgan shall use reasonable efforts to consult with the Customer regarding the selection of Account Assets to be sold to satisfy the Liabilities and, during such consultation Customer may identify and communicate to J.P. Morgan a list of Account Assets which, if sold to satisfy the Liabilities, would cause the Customer to violate any Applicable Law, including, but not limited to, the 1940 Act or any rule promulgated thereunder, or any exemptive relief the Customer may be relying on, provided that (i) after consultation with the Customer, J.P. Morgan retains the right to select the Account Assets to be sold to satisfy the Liabilities, which, for the avoidance of doubt, may include Account Assets identified in the aforementioned list, and (ii) J.P. Morgan shall not be required to consult with the Customer if in its reasonable business judgment J.P. Morgan reasonably determines that, due to market conditions or other special circumstances, such consultation would be likely to materially prejudice its ability to recover the Liabilities. For this purpose, J.P. Morgan may make such currency conversions as may be necessary at its then current rates for the sale and purchase of the relevant currencies.

(b) Without prejudice to J.P. Morgan’s rights under Applicable Law, J.P. Morgan may set off against any Liabilities of the Customer owed to J.P. Morgan or any J.P. Morgan Affiliate under this Agreement, any amount in any currency (i) standing to the credit of any of the Customer’s accounts (whether deposit or otherwise) with any J.P. Morgan branch or office or with any J.P. Morgan Affiliate and/or (ii) owed to the Customer by any J.P. Morgan branch or office or by any J.P. Morgan Affiliate. For this purpose, J.P. Morgan and any J.P. Morgan Affiliate shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(c) Notwithstanding any other provision in this Agreement to the contrary, the Account Assets attributable to a Fund may not be used to pay for the Liabilities of any other Fund, nor may the Liabilities of the Fund be paid for from the Account Assets of any other Fund.

5. SUBCUSTODIANS AND SECURITIES DEPOSITORIES

5.1 Appointment of Subcustodians; Use of Securities Depositories

(a) J.P. Morgan is authorized under this Agreement to act through and hold the Customer's Financial Assets with Subcustodians. A list of the Subcustodians shall be made available to the Customer via J.P. Morgan’s web site. At the request of Customer, J.P. Morgan may, but need not, add to such list a Subcustodian where J.P. Morgan has not acted as Foreign Custody Manager with respect to the selection thereof. J.P. Morgan shall notify Customer in the event that it elects not to add any such entity. J.P. Morgan may modify the list of Subcustodians

from time to time upon notice to the Customer. In addition, J.P. Morgan and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates, and the Customer will provide J.P. Morgan with such documentation or acknowledgements that J.P. Morgan may require to hold the Financial Assets in such Securities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets. J.P. Morgan will notify the Customer promptly if it determines that an arrangement with an Eligible Foreign Custodian no longer meets the requirements of Rule 17f-5.

(b) Any agreement that J.P. Morgan enters into with a Subcustodian for holding J.P. Morgan’s customers’ assets will provide (i) that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and (ii) that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration, unless in each case required otherwise by Applicable Law in the relevant market. J.P. Morgan shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customer’s assets. Where a Subcustodian deposits Financial Assets with a Securities Depository, J.P. Morgan will direct the Subcustodian to identify on its records that the Financial Assets deposited by the Subcustodian at such Securities Depository belong to J.P. Morgan, as agent of the Customer.

(c) J.P. Morgan is not responsible for the selection or monitoring of any Securities Depository (other than the assessments provided as set out in Section 5.4 with respect to an Eligible Securities Depository) and will not be liable for any Liabilities arising out of any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs any Liabilities due to an act or omission, negligence, willful misconduct, fraud or insolvency of a Securities Depository, J.P. Morgan will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but J.P. Morgan will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

5.2 Liability for Subcustodians

(a) Subject to Section 7.1(b) J.P. Morgan will be liable for the direct Liabilities incurred by the Customer that result from the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it. Subject to Section 7.1(b), J.P. Morgan shall also be liable for the direct Liabilities incurred by the Customer that result from the insolvency of any Affiliated Subcustodian Bank. For purposes of clarity, it is agreed that where the Customer directs J.P. Morgan to appoint a subcustodian that is not part of J.P. Morgan’s network of Subcustodians and J.P. Morgan agrees with such request, J.P. Morgan will not act as Foreign Custody Manager with respect to such Subcustodian and, as used in this Section 5.2(a), the term Subcustodian shall not include any such Subcustodian as to which J.P. Morgan is not acting as Foreign Custody Manager.

(b) J.P. Morgan will use reasonable care in the selection, monitoring and continued appointment of Subcustodians. Subject to J.P. Morgan’s duty in the foregoing sentence and J.P. Morgan’s duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by J.P. Morgan in its oversight process, J.P. Morgan will not be responsible for any losses (whether direct or indirect) incurred by the Customer that result from the insolvency of any Subcustodian which is not a branch of J.P. Morgan or an Affiliated Subcustodian Bank.

(c) J.P. Morgan reserves the right to add, replace or remove Subcustodians. J.P. Morgan will give prompt notice of any such action, which will be advance notice if practicable. Upon request by the Customer, J.P. Morgan will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

5.3 Compliance with SEC Rule 17f-5 (“Rule 17f-5”)

(a) The Customer’s board of directors (or equivalent body) (hereinafter “Board”) has delegated or will delegate prior to the commencement of services under this Agreement related to foreign custody, to J.P. Morgan, and, except as to the country or countries as to which J.P. Morgan may, from time to time, advise the Customer that it does not accept such delegation, J.P. Morgan hereby accepts the delegation to it, of the obligation to perform as the Customer’s “Foreign Custody Manager” (as that term is defined in Rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of:

(i) selecting Subcustodians to hold Financial Assets and cash which are Foreign Assets (as that term is defined in Rule 17f-5(a)(2), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order), (ii) evaluating the contractual arrangements with such Subcustodians (as set forth in Rule 17f-5(c)(2)) and (iii) monitoring such foreign custody arrangements (as set forth in Rule 17f-5(c)(3)).

(b) In connection with the foregoing, J.P. Morgan shall:

(i) provide written reports notifying the Customer’s Board of the placement of Financial Assets and cash with particular Subcustodians and of any material change in the arrangements with such Subcustodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Customer’s foreign custody arrangements (and, until further notice from the Customer, such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Subcustodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Subcustodians);

(ii) upon reasonable request of the Customer’s Board, use reasonable efforts to make itself available to report to the Customer’s Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time reasonably require;

(iii) exercise such reasonable care, prudence and diligence in performing as the Customer’s Foreign Custody Manager such as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;

(iv) in selecting a Subcustodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Subcustodian shall be subject to

reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in Rule 17f-5(c) (1)(i)-(iv);

(v) ensure that the arrangement with each Subcustodian is governed by a written contract with the Subcustodian that J.P. Morgan has determined requires that the Subcustodian shall provide reasonable care for foreign Financial Assets and cash held with the Subcustodian based on the standards applicable to custodians in the relevant market, which written contract provides for items set forth in Rule 17f-5(c)(2)(i) or (ii); and

(vi) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Subcustodians and of the governing contractual arrangements; it being understood, however, that in the event that J.P. Morgan shall have determined that the existing Subcustodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Subcustodian in that country would afford reasonable care, J.P. Morgan shall promptly so advise the Customer and shall then act in accordance with the Instructions of the Customer with respect to the disposition of the affected foreign Financial Assets and cash. Subject to (b)(i)-(v) above, J.P. Morgan is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of the Customer with Subcustodians pursuant to a written contract deemed appropriate by J.P. Morgan.

(c) J.P. Morgan shall use reasonable efforts for markets for which it is acting as Foreign Custody Manager to use as its Subcustodians entities that are Eligible Foreign Custodians. In cases where due to (i) Applicable Law in a market or (ii) market practice or market conditions it is not practicable to have the subcustody services performed by an Eligible Foreign Custodian, J.P. Morgan shall promptly advise the Customer of the circumstances, including any mitigants that support a conclusion that the arrangement may nevertheless comply with rule 17f-5.

(d) Except as expressly provided herein, the Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

(e) J.P. Morgan represents to the Customer that it is a U.S. Bank as defined in Rule 17f-5(a) (7). The Customer represents to J.P. Morgan that: (1) the foreign Financial Assets and cash being placed and maintained in J.P. Morgan’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) (i) its Board has determined that it is reasonable to rely on J.P. Morgan to perform a the Customer’s Foreign Custody Manager or (ii) its Board or its investment adviser shall have determined that the Customer may maintain foreign Financial Assets and cash in each country in which the Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require J.P. Morgan to make any selection or to engage in any monitoring on behalf of the Customer that would entail consideration of Country Risk.

(f) J.P. Morgan shall provide to the Customer such information relating to Country Risk as is specified in Appendix 1 hereto. The Customer hereby acknowledges that: (i) such information is solely designed to inform the Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii)

J.P. Morgan has gathered the information from sources it considers reliable, but that J.P. Morgan shall have no responsibility for inaccuracies or incomplete information.

5.4 Compliance with SEC Rule 17f-7 (“Rule 17f-7”)

(a) J.P. Morgan shall, for consideration by the Customer, provide a periodic review of the custody risks associated with maintaining the Customer’s foreign Financial Assets with each Eligible Securities Depository used by J.P. Morgan as of the date hereof (or, in the case of an Eligible Securities Depository not used by J.P. Morgan as of the date hereof, prior to the initial placement of the Customer’s foreign Financial Assets at such Eligible Securities Depository) and at which any foreign Financial Assets of the Customer are held or are expected to be held. The foregoing review will be provided to the Customer at J.P. Morgan’s website. In connection with the foregoing, the Customer shall notify J.P. Morgan of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets and cash held and hereby covenants that it will not issue any Instructions to J.P. Morgan to hold its foreign Financial Assets at such Eligible Securities Depository, (ii) Customer hereby waives and releases J.P. Morgan from any Liability that J.P. Morgan may incur to Customer in connection with any Instructions delivered to J.P. Morgan in contravention of such notification and (iii) Customer shall be solely liable for any Instructions delivered to J.P. Morgan in contravention of such notification. J.P. Morgan shall monitor the custody risks associated with maintaining the Customer’s foreign Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify the Customer or its adviser of any material changes in such risks.

(b) J.P. Morgan shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 5.4(a) above. Based on the information available to it in the exercise of diligence, J.P. Morgan shall determine the eligibility under Rule 17f-7 of each Securities Depository before including it on Schedule B hereto and shall promptly advise the Customer if any Securities Depository listed as an Eligible Securities Depository ceases to be eligible. (Securities Depositories used by J.P. M organ as of the date hereof are set forth in Schedule B hereto, which also identifies which of those Securities Depositories are not Eligible Securities Depositories. Schedule B may be amended on notice to the Customer from time to time.)

6. ADDITIONAL PROVISIONS

6.1 Representations of the Customer and J.P. Morgan

(a) The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents , to deposit and control the Financial Assets and cash in the Accounts, to use J.P. Morgan as its custodian in accordance with the terms of this Agreement, to incur overdrafts, to grant a lien over Account Assets as contemplated by Section 4.3 and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by J.P. Morgan, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms; (iii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iv) there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer; (v) it has not relied on any oral or written representation made by J.P. Morgan or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of J.P. Morgan; (vi) it is a resident of the United States and shall notify J.P. Morgan of any changes in residency; (vii) the Financial Assets and cash deposited in the Accounts (other than those

assets (A) pledged to a Counterparty pursuant to Section 2.1(c) or (B) held in Accounts established pursuant to certain account control agreements among the Customer, J.P. Morgan and secured party named therein, (A) and (B) collectively referred to as “Control Account Assets”) are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash (other than Control Account Assets); (viii) no delivery of Account Assets by the Customer to J.P. Morgan and no Instruction by the Customer with respect to such Account Assets will contravene Applicable Law; (ix) none of the Financial Assets and cash to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to J.P. Morgan.

(b) J.P. Morgan represents and warrants that: (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is J.P. Morgan’s legal, valid and binding obligation, enforceable against J.P. Morgan in accordance with its terms; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it is duly organized under the laws of its jurisdiction of organization and qualified to act as a custodian or Foreign Custody Manager to open-end management investment companies or closed-end investment companies, as the case may be, under the provisions of the 1940 Act, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing, (iv) it shall act in accordance with Applicable Law to the extent they are applicable to J.P. Morgan as custodian in the provision of the Services, (v) it shall promptly notify the Customer of any violations of applicable law of which it becomes aware of and that materially impacts the provision of the Services, and (vi) to the extent not prohibited by Applicable Law, it shall provide to the Customer any such information that may be reasonably required, from time to time, to assist the Funds, the Funds’ Board and the Chief Compliance Officer in meeting their obligations under any applicable laws, rules and regulations.

(c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations under this Agreement.

6.2 Each Fund is Liable to J.P. Morgan for its own Liabilities

For the avoidance of doubt, the parties hereby agree that (i) no Fund shall be liable to J.P. Morgan for the Liabilities or obligations of any other Fund and (ii) the assets of one Fund may not be used to pay amounts owed to J.P. Morgan by any other Fund.

6.3 Special Settlement Services

J.P. Morgan may, but shall not be obliged to, make available to the Customer from time to time special settlement services (including continuous linked settlement) for transactions involving Financial Assets, cash, foreign exchange, and other instruments or contracts. The Customer shall comply, and shall cause its Authorized Persons to comply, with the requirements of any external settlement agency through which such settlements may be processed, including, without limitation, its rules and by-laws, where applicable.

6.4 Requests for Information

(a) The Customer shall promptly provide to J.P. Morgan upon request such information about the Customer and its financial status as J.P. Morgan may reasonably request, including its current organizational documents and its current audited and unaudited financial statements.

(b) Upon request, J.P. Morgan shall promptly provide the Customer such publicly available information about J.P. Morgan and its financial status as the Customer may reasonably request to assist the Customer in assessing the overall financial strength and viability of J.P. Morgan to perform its obligations under this Agreement.

6.5 Information Concerning Deposits at J.P. Morgan’s Non-U.S. Branches

(a) Under U.S. federal law, deposit accounts that the Customer maintains in J.P. Morgan’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of J.P. Morgan’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.

(b) J.P. Morgan’s London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at J.P. Morgan’s London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom J.P. Morgan London Branch provides services in the event that they suffer a financial loss as a direct consequence of J.P. Morgan’s London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS in relation to eligible deposits is as set out in the relevant information sheet which is available online as referenced below. For the purposes of establishing such maximum compensation, all the Customer’s eligible deposits at J.P. Morgan London Branch are aggregated and the total is subject to such maximum compensation.

For further information about the compensation provided by the FSCS, refer to the FSCS website at www.FSCS.org.uk. Further information is also available online at http://www.jpmorgan.com/ pages/deposit-guarantee-scheme-directive.

6.6 Insurance

The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance coverage specifically for the benefit of the Customer. J.P. Morgan will, however, provide summary information regarding its own general insurance coverage to the Customer upon written request.

6.7 Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under the U.S. Shareholder Communications Act regarding disclosure of beneficial owners to issuers of Securities, J.P. Morgan is instructed not to disclose the name, address or Securities positions of the Customer in response to shareholder communications requests regarding the Account.

6.8 U.S. Regulatory Disclosure; Certain Information of the Customer

(a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires J.P. Morgan to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and J.P. Morgan’s identity verification procedures require J.P. Morgan to obtain information which may be used to confirm the Customer’s identity, including, without limitation, the Customer’s name, address and organizational documents (“identifying information”). The Customer agrees to provide J.P. Morgan with and consents to J.P. Morgan obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by J.P. Morgan.

(b) The Customer hereby acknowledges that J.P. Morgan is obliged to comply with AML/Sanctions Requirements and that J.P. Morgan shall not be liable for any action it or any J.P. Morgan Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, Financial Assets, or other assets. The Customer shall cooperate with J.P. Morgan’s performance of its due diligence and other obligations concerning AML/Sanctions Requirements, including with regard to any Beneficial Owners (as defined below). In addition, the Customer agrees that (i) J.P. Morgan may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements and (ii) Customer’s utilization of Accounts as omnibus accounts to hold assets of Beneficial Owners is subject to J.P. Morgan’s discretion. Furthermore, J.P. Morgan shall not be obliged to hold any “penny stock” (or other Financial Asset raising special anti-money laundering concerns) in any Account in which a Beneficial Owner has an interest, or to settle any transaction in which a Beneficial Owner has an interest, that relates to any “penny stock” or any such other Financial Asset. For the purposes of this section, “Beneficial Owner” means any person, other than the Customer, who has a direct or indirect beneficial ownership interest in any assets held in any of the Accounts.

6.9 Use of J.P. Morgan’s Name

(a) The Customer agrees not to use (or permit the use of) J.P. Morgan’s name in any document, publication or publicity material relating to the Customer, including, but not limited to, notices, sales literature, stationery, advertisements, etc., without the prior written consent of J.P. Morgan (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which J.P. Morgan’s name is used merely states that J.P. Morgan is acting as custodian to the Customer in connection with a regulatory request or filing.

(b) J.P. Morgan agrees not to use (or permit the use of) a Customer’s or a Fund’s name in any document, publication or publicity material relating to J.P. Morgan, including, but not limited to, notices, sales literature, stationery, advertisements, etc., without the prior written consent of the particular Customer, on behalf of a Fund (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which a Customer’s name is used merely states that J.P. Morgan is acting as custodian to the Customer or to a Fund in connection with a regulatory request or filing.

7. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER

7.1 Standard of Care; Liability

(a) J.P. Morgan will perform services (i) with reasonable care and diligence and in good faith, (ii) without negligence, fraud, wilful misconduct or wilful omission, and at least at the same standard of care as J.P. Morgan provides for itself and/or J.P. Morgan Affiliates with respect to similar services, (iii) in a manner that is reasonably designed to meet J.P. Morgan’s obligations under this Agreement., and (iv) with the level of skill and care which would be expected from a reasonably skilled and experienced professional global custodian ((i)-(iv), collectively, “Standard of Care”). J.P. Morgan will not be in violation of this Agreement with respect to any matter as to which J.P. Morgan has satisfied its Standard of Care.

(b) J.P. Morgan will only be liable for the Customer’s direct Liabilities and only to the extent (i) they result from J.P. Morgan’s breach of J.P. Morgan’s Standard of Care or willful misconduct in performing its duties as set out in this Agreement, (ii) provided in Section 5.2(a), or (iii) the breach of any representations or confidentiality obligations set forth herein. Nevertheless, under no circumstances will J.P. Morgan be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, resulting from J.P. Morgan’s performance or non-performance under this Agreement, or J.P. Morgan’s role as custodian or banker.

(c) The Customer will indemnify the J.P. Morgan Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the J.P. Morgan Indemnitees in connection with or arising out of (i) J.P. Morgan’s performance under this Agreement, or (ii) any J.P. Morgan Indemnitee’s status as a holder of record of the Customer’s Financial Assets, provided that in each case, (i) and (ii), the J.P. Morgan Indemnitee has not breached the Standard of Care or any representations or confidentiality obligations set forth herein in connection with the Liabilities in question. Nevertheless, the Customer will not be obligated to indemnify any J.P. Morgan Indemnitee under the preceding sentence with respect to any Liability for which J.P. Morgan is liable under Section 5.2(a) of this Agreement.

(d) J.P. Morgan shall use all commercially reasonable efforts to mitigate any Liability for which it seeks indemnification under this Agreement (provided, however, that reasonable expenses reasonably incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

(e) Under no circumstances will the Customer be liable for (i) any loss of profits (whether direct or indirect); or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Customer’s acts or omissions under this Agreement, provided that this Subsection 7.1(e) shall not apply to any Liability owing to a third party asserting a claim against J.P. Morgan (or incurred by J.P. Morgan in connection with such claim) for which J.P. Morgan is entitled to be indemnified under this Agreement.

(f) The Customer agrees that J.P. Morgan provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions except to verify that such Instruction is authorized in accordance with Section 3.2 hereof; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income on any

Financial Asset other than as provided in Section 2.6(b); and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which J.P. Morgan has received Instructions to deliver Account Assets. J.P. Morgan is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by J.P. Morgan in physical form that appears to be genuine and valid.

7.2 Force Majeure

(a) J.P. Morgan will maintain and update from time to time business continuity and disaster recovery procedures (“BCP”) with respect to the Services that it determines meet reasonable commercial standards and regulatory requirements, and use reasonable efforts to schedule any planned systems outages for a time that would be reasonably convenient for the Customer and the Funds, taking into account the operation of J.P. Morgan’s entire business. In the event of equipment failures, J.P. Morgan shall, at no additional expense to the Customer or any Account, take commercially reasonable steps to minimize service interruptions. In the event of business disruption that materially affects J.P. Morgan’s provision of service under this Agreement, J.P. Morgan will use reasonable efforts to notify the Customer of the disruption and steps taken in response where reasonably practicable, and will use commercially reasonable efforts to resume operations as promptly as is practicable given the circumstances. J.P. Morgan will provide, promptly after the effective date of this Agreement and upon request thereafter, a high level summary of its BCP containing information sufficient to allow Customer to manage the continuity of its processes in the event of any disruption in the services, will update and test its BCP regularly in accordance with industry best practices, and will provide to Customer, upon request, an executive summary of the results of any such test.

(b) Neither party (“non-performing party”) will be liable for failure to perform or delay in performing its obligations to the extent such failure or delay is caused by or resulting from an act of God, fire, flood, epidemics, earthquakes or other disasters, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto),nationalization, expropriation, legal constraint, fraud, theft or forgery (other than on the part of the non-performing party or its employees), cyber-attack, malfunction of equipment or software (except where such malfunction is primarily and directly attributable to the non-performing party’s negligence in maintaining the equipment or software),currency re-denominations, currency restrictions, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain (or interruption of) external communications facilities, power failures or any other cause beyond the reasonable control of the non-performing party (including, without limitation, the non-availability of appropriate foreign exchange) (a “Force Majeure Event”); provided that:

(i) the non-performing party is without material fault in causing the default or delay; and

(ii) the default or delay could not have been reasonably prevented, foreseeable or circumvented by the non-performing party implementing contingency plans (including, with respect to J.P. Morgan, J.P. Morgan’s BCP);

(iii) the non-performing party uses commercially reasonable efforts to mitigate any Liabilities arising out of such failure or delay.

(c) J.P. Morgan will not be entitled to any additional payments from the Customer for costs or expenses incurred by J.P. Morgan as a result of any Force Majeure Event.

(d) Notwithstanding the provisions of Section 7.2(b), the Customer will have the termination right provided in Section 9.1(b)(iii) with respect to Force Majeure Events.

(e) Without limiting the generality of the foregoing, if an event resulting from Country Risk leads to restrictions on, or losses of, cash or cash equivalents held by J.P. Morgan or any Affiliated Subcustodian Bank in any market for the purposes of facilitating J.P. Morgan’s global custody busines s, J.P. Morgan may in its sole discretion apply the impact of those restrictions or losses to the cash or cash equivalents of its customers credited to the Customer’s Cash Accounts on a pro rata basis or in such other proportional manner as J.P. Morgan may reasonably determine in its reasonable discretion.

7.3 J.P. Morgan May Consult With Counsel

J.P. Morgan will be entitled to reasonably rely on, and may act upon the advice of, professional advisors (which may be the professional advisors of the Customer) in relation to matters of law, regulation or market practice.

7.4 J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result

The Customer hereby authorizes J.P. Morgan to act under this Agreement notwithstanding that: (a) J.P. Morgan or any of its divisions, branches or J.P. Morgan Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that J.P. Morgan may have a potential conflict of duty or interest, including the fact that J.P. Morgan or J.P. Morgan Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issuance of the Financial Assets; or earn profits from any of the activities listed herein and (b) J.P. Morgan or any of its divisions, branches or J.P. Morgan Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. J.P. Morgan is not under any duty to disclose any such information to the Customer. Nothing in the foregoing shall release J.P. Morgan from any obligation to perform the Services under this Agreement or to treat the Customer fairly in connection with the performance of the Services.

7.5 Ancillary Services

J.P. Morgan and its Subcustodians may use third party providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although J.P. Morgan will use reasonable care (and cause its Subcustodians to use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by those third party providers and local agents, provided that reasonable care has been used in such selection and retention. In all other respects, J.P. Morgan may delegate to a Subcontractor any of its functions herein and, unless otherwise provided herein, will remain responsible to the Funds for any action or inaction of a Subcontractor under such delegation as if such action or inaction had been undertaken by J.P. Morgan itself. J.P. Morgan will maintain throughout this Agreement a due diligence and third party oversight program that meets regulatory requirements and use reasonable care in the selection and retention of any Subcontractor. Notwithstanding any provision to the contrary herein, J.P. Morgan will, to the extent reasonably practicable, consult with the Customer before it implements the delegation of a material portion of the Services to a Subcontractor.

8. TAXATION

8.1 Tax Obligations

(a) The Customer will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customer's Accounts.

(b) The Customer will provide to J.P. Morgan such certifications, declarations, documentation, and information as it may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify J.P. Morgan immediately if any information provided pursuant to this paragraph (b) requires updating or correcting. J.P. Morgan provides no service of controlling or monitoring, and therefore has no duty in respect of, or responsibility for any Liabilities (including any taxes, penalties, interest or additions to tax, whether payable or paid) that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) the provision to J.P. Morgan or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond J.P. Morgan’s control.

(c) If J.P. Morgan does not receive appropriate certifications, documentation and information then, as and when appropriate and required, tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, withholding under United States Foreign Account Tax Compliance Act, United States non-resident alien tax and/or backup withholding tax, as applicable).

(d) The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that J.P. Morgan will be responsible for any penalty or additions to tax due solely as a result of J.P. Morgan’s willful misconduct or negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

8.2 Tax Relief Services

(a) Subject to the provisions of this Section 8.2, J.P. Morgan will provide (i) a “relief at source” service to obtain a reduction of withholding tax withheld as may be available in the applicable market in respect of income payments on Financial Assets credited to the Securities Account that J.P. Morgan believes may be available to the Customer and/or (ii) a tax reclaim service on certain qualifying Financial Assets. J.P. Morgan may from time-to-time set minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which J.P. Morgan will pursue in respect of income payments under this Section.

(b) The provision of a tax relief service by J.P. Morgan is conditional upon J.P. Morgan receiving from the Customer any required documentation required to support such tax relief services.

(c) J.P. Morgan will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to the Customer from time to time and J.P. Morgan may, by notification in writing, in its absolute discretion, supplement or amend the

countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2, J.P. Morgan will have no responsibility with regard to the Customer’s tax position or status in any jurisdiction.

9. TERM AND TERMINATION

9.1 Term and Termination

(a) The initial term of this Agreement shall be for a period of ten (10) years following the date on which J.P. Morgan commenced providing services under this Agreement (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional one year periods, provided that at any time after the expiration of the Initial Term, the Customer may terminate this Agreement in whole or with respect one or more Funds by giving not less than sixty (60) days' prior written notice to J.P. Morgan and J.P. Morgan may terminate this Agreement in whole or with respect one or more Funds on one hundred and eighty (180) days’ prior written notice to the Customer.

(b) Notwithstanding Section 9.1(a):

(i) Either party may terminate this Agreement immediately (including during the initial term) on written notice to the other party in the event that (1) a material breach of this Agreement by the other party has not been cured within ninety (90) days, or such longer period consented to by the non-breaching party in writing, of the party in breach being given written notice of the material breach, or (2) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing;

(ii) J.P. Morgan may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that J.P. Morgan reasonably determines that either the Customer has ceased to satisfy J.P. Morgan’s customary credit requirements or servicing the Customer raises reputational or regulatory concerns.

(iii) If a Force Majeure Event substantially prevents performance of any services necessary for the performance of functions reasonably agreed by the parties as critical for more than three (3) consecutive business days, then the Customer may terminate all or any portion of this Agreement and the services so affected, as of a date specified by the Customer in a written notice of termination to J.P. Morgan, in which case, J.P. Morgan’s fees will be equitably adjusted as necessary to reflect the value of any remaining services;

(iv) At any time (including during the initial term), the Customer may elect to remove any Fund or Funds from this Agreement in connection with the liquidation of the Fund or Funds or the merger of a Fund or Funds into another Fund, in each case by notifying J.P. Morgan in writing; and

(v) Either party may terminate this Agreement with thirty (30) days’ prior written notice if New York Life Investment Management Company, LLC (“New York Life Investments”) ceases to be the investment manager of the Customer or there is a change of control of New York Life Investments.

(vi) Subject to the terms and conditions separately agreed in writing by the Parties with respect to this Section 9.1(b)(vi), upon the fifth year anniversary of this Agreement (a) either party shall have the right to terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the other party in the event that they disagree with the results of an independent fee review to be conducted at the time, and (b) the Customers’ shall have the right to terminate this Agreement at any time and for any reason, upon 60 (sixty) days written notice to J.P. Morgan. The Customers’ rights to terminate this Agreement pursuant to this Section 9.1(b)(vi) shall be subject to the payment of a termination fee to be agreed by the parties separately and in writing. On or about the date of this Agreement, the parties shall agree on the terms and conditions applicable to the termination rights set forth in this Section 9.1(b)(vi), including, but not limited, the criteria for such independent fee review and the amount and conditions of the termination fee.

9.2 Exit Procedure

(a) The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk.

(b) J.P. Morgan will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that J.P. Morgan may, in such manner and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amount from the proceeds.

(c) The Customer will reimburse J.P. Morgan promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination.

(d) Upon termination, the Customer will provide J.P. Morgan with contact information and payment instructions for any matters arising after termination.

(e) Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination.

(f) As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such holding statements, position reports or other reasonable records as are customarily transferred by an existing global custodian (as mutually agreed by the parties), to any replacement provider of the services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as J.P. Morgan customarily charges for such assistance. The Customer undertakes to use its best efforts to appoint a new custodian as soon as reasonably practicable following the termination of this Agreement.

10. MISCELLANEOUS

10. 1 Notice

(a) Unless the Customer and J.P. Morgan have agreed otherwise, J.P. Morgan may, subject to Applicable Law, provide any notice to Customer required under this Agreement, other than a notice pursuant to Section 9, by either posting it on J.P. Morgan’s website or portal or, at its option, by other reasonable means.

(b) Notices pursuant to Section 9 shall be sent or served by registered mail, nationally recognized delivery service, courier service or hand delivery to the address of the respective party as set out on the first page of this Agreement, unless at least two (2) days’ prior written notice of a new address is given to the other party in writing.

10. 2 Successors and Assigns

This Agreement will be binding on each of the parties' successors and assigns. The parties agree that neither party can assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned. Nevertheless, the foregoing restriction on transfer shall not apply to any assignment or transfer by J.P. Morgan to any J.P. Morgan Affiliate or in connection with a merger, reorganization, stock sale or sale of all or substantially all of J.P. Morgan’s custody business. Furthermore, and notwithstanding anything to the contrary in this Agreement, in the event J.P. Morgan becomes subject to a resolution proceeding under the Federal Deposit Insurance Act (12 U.S.C. 1811–1835a) or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5381–5394) and regulations promulgated under those statutes (each, a “U.S. Special Resolution Regime”) the transfer of this Agreement (and any interest and obligation in or under, and any property securing, the Agreement) from J.P. Morgan will be effective to the extent effective under the U.S. Special Resolution Regime.

10. 3 Entire Agreement and Amendments

This Agreement, including any Schedules, Exhibits, Annexes and Riders (and any separate agreement which J.P. Morgan and the Customer may enter into with respect to any Cash Account), sets out the entire agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. The parties may enter into one or more non-binding service level documents on terms agreed by the parties and may vary any service level document by agreement at any time. The service level

document will not form part of this Agreement. To the extent inconsistent with this Agreement, J.P. Morgan’s electronic access terms and conditions shall not apply to matters arising under this Agreement. Amendments must be in writing and, except where this Agreement provides for amendments by notice from J.P. Morgan, signed by both parties.

10. 4 Governing Law and Jurisdiction

This Agreement will be construed, regulated and administered under the laws of the United States or the State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to statutory prejudgment interest and a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction the Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Customer shall not claim, and it hereby irrevocably waives, such immunity.

10. 5 Severability; Waiver; and Survival

(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

10. 6 Confidentiality

(a) Subject to Section 10.6(b), J.P. Morgan will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over J.P. Morgan’s business, or with the consent of the Customer.

(b) The Customer authorizes J.P. Morgan to disclose Confidential Information to:

(i) any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, proxy solicitor, issuer, service provider, vendor or any other person that J.P. Morgan believes is reasonably required in connection with J.P. Morgan’s provision of relevant services under this Agreement;

(ii) its and any J.P. Morgan Affiliate’s professional advisors, auditors and public accountants; (iii) its branches and any J.P. Morgan Affiliate; and

(iv) any revenue authority or any governmental entity in relation to the processing of any tax claim.

(c) J.P. Morgan will maintain the confidentiality of all Confidential Information, will use Confidential Information solely as required in connection with the performance of its obligations under this Agreement and will be and remain responsible for the compliance with the terms of this Section 10.6 of any person receiving Confidential Information by or through J.P. Morgan under Section 10.6(b)(i), (ii) or (iii) above. J.P. Morgan will logically segregate Confidential Information, by configuration of its information and processing systems or by adopting other appropriate measures.

(d) With respect to any disclosure of Confidential Information by J.P. Morgan required by Applicable Law or regulator with jurisdiction over J.P. Morgan’s business, J.P. Morgan will, to the extent permitted by Applicable Law, provide the Customer with prompt notice of such request or requirement so that Customer may seek an appropriate protective order or consent to such disclosure. If, in the absence of a protective order or the receipt such consent, J.P. Morgan is nonetheless, in the opinion of the J.P. Morgan’s counsel, legally required to disclose such Confidential Information, then J.P. Morgan may disclose such information without liability hereunder, provided, however, that J.P. Morgan will disclose only that portion of such Confidential Information which it is legally required to disclose. Notwithstanding anything to the contrary in the foregoing, J.P. Morgan may disclose any of the Confidential Information provided by the Customer to any bank regulatory authority having jurisdiction over J.P. Morgan upon the request of the bank regulatory authority without having to provide the Customer with notice of any kind.

(e) Customer is and shall remain the sole and exclusive owner of Confidential Information and any derivatives thereof. Nothing contained in this Agreement obligates Customer to disclose Confidential Information to J.P. Morgan, and nothing in this Agreement will be construed as granting to or conferring on J.P. Morgan, expressly or by implication, any rights or license to the Confidential Information. Any such obligation or grant will only be as expressly provided by other provisions of this Agreement.

(f) Notice of Unauthorized Acts. J.P. Morgan will, to the extent permitted by Applicable Law:

(i) notify Customer promptly upon confirming the unauthorized or unlawful use or disclosure of Customer’s Confidential Information under its processes relating to the investigation and correction of security incidents in place at the relevant time (a “Security Incident”); and

(ii) reasonably cooperate with and assist Customer in investigating and remediating such Security Incident; and

(iii) take all reasonable actions necessary to prevent a reoccurrence of such Security Incident.
(g ) Return or Destruction.

(i) At Customer’s request, J.P. Morgan will, upon termination of this Agreement or earlier, return, destroy or render unusable, and discontinue the use of, all copies of materials containing Confidential Information in its possession and to the extent reasonably practicable, all notes, memoranda, compilations, derivative works, data files or other materials prepared by or for J.P. Morgan that contain or otherwise reflect or refer to Confidential Information, except to the extent otherwise required to provide the services under this Agreement, to comply with Applicable Law, J.P. Morgan’s policies and procedures existing from time to time or defend or pursue claims arising under this Agreement.

(ii) At Customer’s request, J.P. Morgan will certify in writing that it has returned, destroyed, rendered unusable or discontinued the use of Confidential Information in accordance with Section 10.6(g)(i) above.

(h) Duration of Confidentiality Obligations.

(i) J.P. Morgan’s confidentiality obligations under Section 10.6(a) of this Agreement shall survive the expiration or termination of this Agreement as follows:

(A ) as to any portion of Confidential Information that constitutes a trade secret under applicable law, the obligations will continue for as long as such information continues to constitute a trade secret under applicable law; and

(B) as to all other Confidential Information, the obligations will survive for three (3) years after termination of this Agreement.

10. 7 Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10. 8 No Third Party Beneficiaries

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.


THE MAINSTAY FUNDS (on behalf of each of its relevant Funds as set forth in Annex B hereto)		JPMORGAN CHASE BANK, N.A.

By:	/s/ Kirk C. Lehneis	By:	/s/ Alan Liang
Name:	Kirk C. Lehneis	Name:	Alan Liang
Title:	President	Title:	Vice PresidentChief Executive Officer
Date:	June 25, 2020	Date:	June 26, 2020


MAINSTAY FUNDS TRUST (on behalf of each of its relevant Funds as set forth in Annex B hereto)

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	President
Date:	June 25, 2020


MAINSTAY VP FUNDS TRUST (on behalf of each of its relevant Funds as set forth in Annex B hereto)

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	President
Date:	June 25, 2020


MAINSTAY DEFINED TERM MUNICIPAL OPPORTUNITIES FUND FUNDS

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	President
Date:	June 25, 2020

APPENDIX 1

Information Regarding Country Risk

1. To aid Customer in its determinations regarding Country Risk, J.P. Morgan shall furnish annually, and upon the initial placing of Financial Assets and cash into a country, the following information:

A. Opinions of local counsel concerning:

i. Whether applicable foreign law would restrict the access of Customer’s independent public accountants to books and records kept by a Subcustodian located in that country which pertain to the Customer’s account.

ii. Whether applicable foreign law would restrict Customer's ability to recover its Financial Assets and cash incounty the event of the bankruptcy of a Subcustodian located in that country.

iii. Whether applicable foreign law would restrict Customer's ability to recover Financial Assets that are lost while under the control of a Subcustodian located in the country.

iv. Whether applicable foreign law would restrict the Customer’s right as foreign investors to convert Customer's cash or cash equivalents into U.S. dollars which have not yet been invested in securities.

B. A market profile with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) securities depositories (including depository risk assessment), if any.

2. To aid Customer in monitoring Country Risk, J.P. Morgan shall furnish board the following additional information:

NewsFlashes, including with respect to changes in the information in market profiles

SCHEDULE A J.P. Morgan Investor Services Global Custody Restricted Markets

The following table identifies certain markets that J.P. Morgan has determined to be restricted markets and provides summary information about the nature of the restrictions applicable in each. J.P. Morgan reserves the right to update this Schedule from time to time upon notice to Customer.


Market	Restrictions
Costa Rica	If J.P. Morgan’s Costa Rican Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Securities that are safekept in Costa Rica. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Iceland	Until further notice from J.P. Morgan, no deposits of Icelandic currency will be held in the Customer’s Cash Account except for the proceeds of sales of Securities safekept in Iceland (“Icelandic Securities”) or where income and corporate action proceeds are paid in local currency. Until further notice from J.P. Morgan, any credit of Icelandic currency to the Customer’s Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be applied at Customer’s Instruction to the purchase of Icelandic Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Icelandic Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.
Malawi	Local currency will be held in one or more separate cash accounts that the Customer opened with J.P. Morgan’s Malawi Subcustodian that are in the Customer’s name and payable exclusively by J.P. Morgan’s Malawi Subcustodian. In respect of the cash accounts, J.P. Morgan’s Malawi Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, J.P. Morgan will have a right to instruct J.P. Morgan’s Malawi Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian. Due to the unclear standards in the Malawi market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Securities safekept in Malawi (“Malawi Securities”). If J.P. Morgan’s Malawi Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Malawi Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Tanzania	Local currency will be held in one or more separate cash accounts that the Customer opened with J.P. Morgan’s Tanzanian Subcustodian that are in the Customer’s name and payable exclusively by J.P. Morgan’s Tanzanian Subcustodian. In respect of the cash accounts, J.P. Morgan’s Tanzanian Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, J.P. Morgan will have a right to instruct J.P. Morgan’s Tanzanian Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian. Due to the unclear standards in the Tanzanian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Securities safekept in Tanzania (“Tanzanian Securities”). If J.P. Morgan’s Tanzanian Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Tanzanian Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Ukraine (for Ukrainian	Customer should refer to the current version of the applicable J.P. Morgan’s Ukraine briefing Ukrainian memo regarding the account structure and corporate action nuances of the Ukrainian


Equities only)	market. Equities only) For client opening accounts in Ukraine and unincorporated client types in particular, due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to equity Securities safekept in Ukraine.
West Afriacan Economic and Monetary Union (“WAEMU”)	Local currency will be held in one or more separate cash accounts that the Customer opened with J.P. Morgan’s WAEMU Subcustodian that are in the Customer’s name and payable exclusively by J.P. Morgan’s WAEMU Subcustodian. In respect of the cash accounts, J.P. Morgan’s WAEMU Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, J.P. Morgan will have a right to instruct J.P. Morgan’s WAEMU Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian. If J.P. Morgan’s WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate within one or more of the member states of WAEMU, J.P. Morgan may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled and safekept at Dépositaire Central/Banque de Règlement S.A. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Zimbabwe	Until further notice from J.P. Morgan, any credit of U.S. Dollars to the Customer’s Cash Account with J.P. Morgan applied at Customer’s Instruction to the purchase or sale of Securities safekept in Zimbabwe (the “Zimbabwe Securities”) will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be repatriated or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Zimbabwean Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. If J.P. Morgan’s Zimbabwean Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, J.P. Morgan may cease to provide custody services with respect to Zimbabwe Securities. Althoug h J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

Annex A
Electronic Access

1. J.P. Morgan will permit the Customer, and its Authorized Persons and other persons designated by the Customer or its Authorized Persons (collectively “Users”), to access certain electronic systems and applications (collectively, the “Products”) and to access or receive Data (as defined below) electronically in connection with the Agreement. J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or suspected to be at risk. Access to the Products shall be subject to the Security Procedure.

2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to the continued availability to J.P. Morgan of software necessary for the provision of services of any particular application under this Agreement, J.P. Morgan grants to the Customer a non-exclusive, non- transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Users, provided that such use shall be in accordance with the terms of the Agreement, including this Annex. The Customer will not disclose or distribute (and will cause the Users not to disclose or distribute) to any other party, or allow any other party to access, inspect or copy the Products or any Data, except as reasonably necessary in the course of Customer’s management or administration of the funds or accounts for which services are provided under this Agreement. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan. No provisions of any shrink - wrap, click-through, or other similar form of agreement that may be provided in conjunction with Products or Data or otherwise exchanged between the parties, constitute a binding agreement or serve to modify the provisions of the Agreement, even if J.P. Morgan alleges that a User has affirmatively accepted those provisions.

3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet to

access and use the Products, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer and its Users to access and use the Products. All such software must be interoperable with J.P. Morgan’s software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where J.P. Morgan’s website or the Products are unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Users to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of the Customer’s use of, access to or inability to use the Products in the absence of J.P. Morgan’s gross negligence, fraud or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to, and will ensure that its Users are advised of and have consented to, such monitoring, tracking and recording, and J.P. Morgan’s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. J.P. Morgan shall own all right, title and interest in the data reflecting the Customer usage of the Products or J.P. Morgan’s website (including general usage data and aggregated transaction data), provided that J.P. Morgan’s use of such data shall remain subject to its obligations of confidentiality set forth in this Agreement. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Customer hereby expressly consents, and will ensure that its Users are advised of and have consented to, J.P. Morgan’s collection, storage, use and transfer (including to or through jurisdictions that do not provide the same statutory protection as the originating jurisdictions(s)) of their personal data. Any personal data collected through, or in connection with, the Customer’s use of the Products shall be subject to J.P. Morgan’s Privacy Policy (available at: https://www.jpmorgan.com/glo ba l/privacy) and Cookies Policy (available at: https://www.jpmorgan.com/g loba l/ cookies), each as updated from time to time and incorporated herein by reference.

6. The Customer shall not knowingly upload, post or transmit to or distribute or otherwise publish through the Products or J.P. Morgan’s web site any materials which (i) restrict or inhibit any other user from using and enjoying the Products or the website, (ii) are defamatory, offensive, explicit, or indecent, (iii) infringe the rights of third parties including intellectual property rights, (iv) contain a virus, Trojan horse, worm, time bomb, cancelbot or other harmful component, or (v) constitute or contain false or misleading information.

7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its Users upon written request. The Customer shall not access, and shall not permit its Users to access, the service from any jurisdiction where J.P. Morgan informs the Customer, or where the Customer has actual knowledge, that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the Users, the Customer shall obtain from each User all necessary consents to enable J.P. Morgan to process data concerning that User for the purposes of providing the Products.

8. The Customer will be subject to and shall comply with Applicable Law with regard to its use of the Products.

9. The Customer shall be responsible for the compliance of its Users with the terms of this Annex.

Annex B

(List of Customers/Funds)

The Maynstay Funds

MainStay Candriam Emerging Markets Debt Fund

MainStay Income Builder Fund

MainStay MacKay Common Stock Fund

MainStay MacKay Convertible Fund

MainStay MacKay High Yield Corporate Bond Fund

MainStay MacKay Infrastructure Bond Fund

MainStay MacKay International Equity Fund

MainStay MacKay Tax Free Bond Fund

MainStay MacKay Unconstrained Bond Fund

MainStay MAP Equity Fund

MainStay Money Market Fund

MainStay Winslow Large Cap Growth Fund

MainStay Funds Trust

MainStay Balanced Fund

MainStay Candriam Emerging Markets Equity Fund

MainStay Conservative Allocation Fund

MainStay Epoch Capital Growth Fund

MainStay Epoch Global Equity Yield Fund

MainStay Epoch International Choice Fund

MainStay Epoch U.S. All Cap Fund

MainStay Epoch U.S. Equity Yield Fund

MainStay Floating Rate Fund

MainStay Growth Allocation Fund

MainStay MacKay California Tax Free Opportunities Fund

MainStay MacKay Growth Fund

MainStay MacKay High Yield Municipal Bond Fund

MainStay MacKay International Opportunities Fund

MainStay MacKay New York Tax Free Opportunities Fund

MainStay MacKay S&P 500 Index Fund

MainStay MacKay Short Duration High Yield Fund

MainStay MacKay Small Cap Core Fund

MainStay MacKay Total Return Bond Fund

MainStay MacKay U.S. Equity Opportunities Fund

MainStay Moderate Allocation Fund

MainStay Moderate Growth Allocation Fund

MainStay Short Term Bond Fund

MainStay U.S. Government Liquidity Fund

MainStay Cushing MLP Premier Fund

MainStay CBRE Global Infrastructure Fund

MainStay CBRE Real Estate Fund

MainStay MacKay Intermediate Tax Free Bond Fund

MainStay MacKay Short Term Municipal Fund

MainStay Defensive ETF Allocation Fund

MainStay Conservative ETF Allocation Fund

MainStay Moderate ETF Allocation Fund

MainStay Growth ETF Allocation Fund

MainStay Equity ETF Allocation Fund

MainStay VP Funds Trust

MainStay VP Balanced Portfolio

MainStay VP Bond Portfolio

MainStay VP CBRE Global Infrastructure Portfolio

MainStay VP Conservative Allocation Portfolio

MainStay VP Emerging Markets Equity Portfolio

MainStay VP Epoch U.S. Equity Yield Portfolio

MainStay VP Fidelity Institutional AM^® Utilities Portfolio

MainStay VP Floating Rate Portfolio

MainStay VP Growth Allocation Portfolio

MainStay VP Income Builder Portfolio

MainStay VP Indexed Bond Portfolio

MainStay VP IQ Hedge Multi-Strategy Portfolio

MainStay VP Janus Henderson Balanced Portfolio

MainStay VP MacKay Common Stock Portfolio

MainStay VP MacKay Convertible Portfolio

MainStay VP MacKay Government Portfolio

MainStay VP MacKay Growth Portfolio

MainStay VP MacKay High Yield Corporate Bond Portfolio

MainStay VP MacKay International Equity Portfolio

MainStay VP MacKay Mid Cap Core Portfolio

MainStay VP MacKay S&P 500 Index Portfolio

MainStay VP MacKay Small Cap Core Portfolio

MainStay VP MacKay Unconstrained Bond Portfolio

MainStay VP Mellon Natural Resources Portfolio

MainStay VP Moderate Allocation Portfolio

MainStay VP Moderate Growth Allocation Portfolio

MainStay VP PIMCO Real Return Portfolio

MainStay VP Small Cap Growth Portfolio

MainStay VP T. Rowe Price Equity Income Portfolio

MainStay VP U.S. Government Money Market Portfolio

MainStay VP Winslow Large Cap Growth Portfolio

MainStay MacKay DefinedTerm Municipal Opportunities Fund

MainStay MacKay DefinedTerm Municipal Opportunities Fund (closed end fund)

Annex C

Security Standards

1. APPROVED ENCRYPTION. J.P. Morgan will use Approved Encryption to secure all Customer Confidential Information at rest and in transit across or through public or wireless networks. J.P. Morgan must comply with the following encryption methods (collectively, “ Approved Encryption”):

1.1 Encryption algorithms must be industry-accepted and in wide use, i.e. AES, ECDH, and ECDSA and any successor thereto.

1.2 Transmission of any Confidential Information over public networks (including the Internet) or wireless networks (including cellular) must be encrypted in accordance with industry-accepted methods, i.e. TLS, FTP, HTTPS, and PGP, and any successors thereto.

1.3 Remote administrative access to production systems must take place over encrypted connections (i.e., SSH, SCP, SSL-enabled web-management interfaces, or VPN/VDI solutions) with multifactor authentication employed for remote access via public networks. Access to sensitive systems and nonpublic information via applications must employ risk-based authentication.

1.4 J.P. Morgan must have and administer a documented and approved key management process that addresses all phases of key lifecycle management, including but not limited to key creation, key use, key storage, key recovery, key revocation, and key destruction.

2. [RESERVED.]

3. PHYSICAL SECURITY. J.P. Morgan will:

3.1 Maintain all workstations, servers, and network equipment used to provide products or services under the Agreement in secure facilities owned, operated, or contracted for by J.P. Morgan.

3.2 Limit access to these secure facilities to authorized employees or vetted contractors of J.P. Morgan with job-related needs.

3.3 Monitor access to these secure facilities with security guards, surveillance cameras, authorized entry systems, or similar methods capable of recording entry and exit information.

3.4 Maintain all backup and archival media containing Confidential Information, or other information used to provide the products and services under the Agreement, in secure, environmentally-controlled storage areas owned, operated, or contracted for by J.P. Morgan.

3.5 Limit access to backup and archival media storage areas and contents to authorized employees of J.P. Morgan personnel or vetted contractors with job-related needs.

4. NETWORK AND COMMUNICATIONS SECURITY. J.P. Morgan will:

4.1 Deploy multiple layers of defense on J.P. Morgan systems, including, but not limited to firewalls, network intrusion detection, and host-based intrusion detection systems. All security monitoring systems including, but not limited to, firewalls and intrusion detection systems must be actively monitored 24 hours per day, 365 days per year.

4.2 Configure firewalls, network routers, switches, load balancers, domain name servers, mail servers, and other network components in accordance with commercially reasonable industry standards.

5. INFRASTRUCTURE, PLATFORMS, SOFTWARE AND OPERATIONS SECURITY. J.P. Morgan will:

5.1 Configure all infrastructure, platforms and services (operating systems, web servers, database servers, firewalls, routers, etc.) used to provide products and services under the Agreement, and all authentication mechanisms, according to industry-recognized best practices.

5.2 Ensure that all remote administrative access to production systems is performed over encrypted connections (i.e., SSH, SCP, SSL-enabled web-management interfaces, and VPN/VDI solutions), utilizing the applicable Approved Encryption.

6. J.P. Morgan maintains a System Development Life Cycle (SDLC) to manage application development. This includes application scanning and logging processes, code protection mechanisms, threat modelling capabilities, shared secure coding libraries, and the overall management of the security lifecycle of both in-house and acquired software.

7. ADDITIONAL REQUIREMENTS.

7.1 Single Sign-On (SSO).

(A) J.P. Morgan will enable a web single sign-on (“SSO”) method acceptable to, and approved in advance by, Customer for web-based access to hosted services or products. Customer currently supports SAML 2.0 identity federation standards where Customer has the identity provider (IdP) role.

(B) For all Customer identities used in any hosted service or product, J.P. Morgan must hold in possession and make available upon request: ID, last login, roles assigned to the ID within the hosted service or product (i.e., administrator, read-only, etc.), and which hosted services or products have been accessed using the ID.

(C) Customer must approve any non-SSO method in advance of deployment for Customer. Non-SSO methods must, at a minimum, enforce a password policy meeting Customer standards, which currently include the following features:

(1) Password length of 8+ characters alpha and numeric required;

(2) Periodic mandatory password changes;

(3) Password history restrictions, namely user cannot use the mostrecent previous passwords;

(4) Documented password reset process; and

(5) Documented user or account management process that includes account request, approval, creation, recertification, and removal.

7.3 Access Limits. J.P. Morgan will permit only authenticated and authorized users to view, create, modify, or delete information managed by applications used directly or indirectly to provide products and services under the Agreement.

7.4 Cookies. J.P. Morgan will, whenever possible, keep information in session and avoid using web browser cookies, however, if web browser cookies cannot be so avoided, ensure that web browser cookies containing Confidential Information or information that should not be altered other than by the J.P. Morgan System are encrypted using Approved Encryption (which Approved Encryption is independent from any transport encryption such as Secure Sockets Layer).

7.5 Session Expiration. J.P. Morgan will implement “time out” and termination of system communication sessions and security sessions or contexts after a mutually agreed upon period of user inactivity.

7.6 Issue Awareness. J.P. Morgan will use commercially reasonable efforts to monitor, on a regular basis, reputable sources of computer security vulnerability information such as FIRST, CERT/CC, and vendor mailing lists, and take appropriate measures to obtain, thoroughly test, apply and provide to Customer relevant service packs, patches, upgrades, and workarounds.

7.7 System Logs and Audit Trails.

(A) J.P. Morgan will maintain (for as long as required under Applicable Law) and regularly review detailed log files and audit trails, designed to detect and respond to material security events concerning all activity on J.P. Morgan systems used for the provision of services to Customer including, without limitation:

(1) User provisioning and deprovisioning, including roles assigned to each user;

(2) All authenticated user sessions established, including user ID and date and time of authentication is established;

(3) Actions performed under that user ID when and after accessing J.P. Morgan systems;

(4) Information related to the reception of specific information from a user or another system;

(5) Failed user authentication attempts

(6) Unauthorized attempts to access resources (software, data, processes, etc.)

(7) Administrator actions; and

(8) Events generated (e.g., commands issued) to make changes in security profiles, permission levels, application security configurations, and/or system resources.

(B) To help ensure integrity and completeness, J.P. Morgan must synchronize all system clocks against a single reference time source and protect all log files and audit trails against unauthorized access, modification, or deletion.

EX-99.H OTH MAT CONT 7 ex99hothmatcont-1.htm TA EXPENSE LIMITATION 3-19-21

Exhibit (h)(7)(b)

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of March 19, 2021, between The MainStay Funds and MainStay Funds Trust (each a "Trust" and together, the "Trusts"), on behalf of each series of the Trusts as currently in existence and any future share classes of such series, any future series of the Trusts (each a "Fund" and collectively, the "Funds"), and New York Life Investment Management LLC (the "Manager") ("Agreement").

WHEREAS, the Manager has been appointed the manager of each of the Funds pursuant to an Agreement between each Trust, on behalf of the Funds, and the Manager; and

WHEREAS, each Trust and the Manager desire to enter into the arrangements described herein relating to the transfer agency expenses of the Funds;

NOW, THEREFORE, each Trust and the Manager hereby agree as follows:

1. The Manager hereby agrees to limit Fund expenses so that net transfer agency expenses do not exceed 0.35% of the average daily net assets attributable to each class of shares of each Fund for an initial term as set forth in Schedule A ("Initial Term").

2. For the purposes of this Agreement, "net transfer agency expenses" means the total annual transfer agency expenses in basis points after deducting any applicable Fund or class-level expense reimbursements or small account fees.

3. The waivers and/or reimbursements described in Section 1 above are not subject to recoupment by the Manager.

4. The Manager understands and intends that the Funds will rely on this Agreement (1) in preparing and filing amendments to the registration statements for the Trusts on Form N-1A with the Securities and Exchange Commission, (2) in accruing each Fund's transfer agency expenses for purposes of calculating its net asset value per share and (3) for certain other purposes and expressly permits the Funds to do so.

5. This Agreement shall renew automatically for one-year terms at the conclusion of the Initial Term for each Fund unless the Manager provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Trusts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


MAINSTAY FUNDS TRUST

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial and
	Accounting Officer

THE MAINSTAY FUNDS

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial
	and Accounting Officer

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	Senior Managing Director and Chief Operating Officer

SCHEDULE A


FUNDS^*	Initial Term
ALL Funds with a Fiscal Year End of 4/30	Expense Limitation from November 1, 2019 through August 31, 2021
ALL Funds with a Fiscal Year End of 10/31 (except MainStay Epoch U.S. All Cap Fund and MainStay MacKay U.S. Equity Opportunities Fund)	Expense Limitation from November 1, 2019 through February 28, 2021
MainStay Epoch U.S. All Cap Fund and MainStay MacKay U.S. Equity Opportunities Fund	Expense Limitation from March 19, 2021 through February 28, 2023
ALL Funds with a Fiscal Year End of 11/30	Expense Limitation from November 1, 2019 through March 31, 2021

^*Any future series or share class of an existing series of the Trusts would be subject to this Agreement for an initial period of no less than a one year from the effective date of the series’ or share class of an existing series’ initial registration statement. Thereafter, this Agreement would automatically renew for any such series or future shares class of an existing series in the same manner as if the series or future share class of an existing series had been in existence at the time of this Agreement.

EX-99.H OTH MAT CONT 8 ex99hothmatcont-2.htm EXPENSE LIMITATION

Exhibit (h)(7)(c)

AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, is hereby made as of March 5, 2021, 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").

WHEREAS, the Manager has been appointed the manager of each of the Funds pursuant to an Agreement between each Trust, on behalf of the Funds, and the Manager; and

WHEREAS, each Trust and the Manager desire to enter into the arrangements described herein relating to certain expenses of the Funds;

NOW, THEREFORE, each Trust and the Manager hereby agree as follows:

1. The Manager hereby agrees to waive fees and/or reimburse Fund expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses), to the extent necessary to maintain Total Annual Operating Expenses specified for the class of shares of each Fund listed on Schedule A through February 28, 2022, except as provided below.

2. The waivers and/or reimbursements described in Section 1 above are not subject to recoupment by the Manager.

3. The Manager understand and intends that the Funds will rely on this Agreement (1) in preparing and filing amendments to the registration statements for the Trusts on Form N-1A with the Securities and Exchange Commission, (2) in accruing each Fund's expenses for purposes of calculating its net asset value per share and (3) for certain other purposes and expressly permits the Funds to do so.

4. This agreement shall renew automatically for one-year terms unless the Manager provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


MAINSTAY FUNDS TRUST

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial and
	Accounting Officer

THE MAINSTAY FUNDS

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial
	and Accounting Officer

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	Senior Managing Director and Chief Operating Officer

SCHEDULE A


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
ALL FUNDS (except MainStay CBRE Global Infrastructure Fund, MainStay CBRE Real Estate Fund, MainStay Epoch Global Equity Yield Fund, MainStay MacKay Intermediate Tax Free Bond Fund, MainStay MacKay International Equity Fund and MainStay MacKay U.S. Infrastructure Bond Fund) CLASS R6 SHARES	New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of Class R6 do not exceed those of Class I.
MainStay Candriam Emerging Markets Equity Fund	Class A: 1.50% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: 1.10% Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay Candriam Emerging Markets Debt Fund	Class A: 1.15% Class B: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: 0.85% Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay CBRE Global Infrastructure Fund	Expense Limitation from December 18, 2019 until February 28, 2022 Class A: 1.33% Class C: 2.08% Investor Class: 1.45% Class I: 0.97% Class R6: 0.95% SIMPLE Class: 1.70%
MainStay CBRE Real Estate Fund	Expense Limitation from December 18, 2019 until February 28, 2022 Class A: 1.18% Class C: 1.93% Investor Class: 1.35% Class I: 0.83% Class R3: 1.43% Class R6: 0.74% SIMPLE Class: 1.60%


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay Conservative Allocation Fund	Class A: 0.50% Class B: 1.30% Class C: 1.30% Class I: 0.25% Investor Class: 0.55% Class R1: 0.35% Class R2: 0.60% Class R3: 0.85% SIMPLE Class: 0.80%
MainStay Conservative ETF Allocation Fund	Expense Limitation from June 30, 2020 until February 28, 2022 Class A: 0.80% Class C: 1.55% Class I: 0.55% Class R3: 1.15% SIMPLE Class: 1.05%
MainStay Defensive ETF Allocation Fund	Expense Limitation from June 30, 2020 until February 28, 2022 Class A: 0.80% Class C: 1.55% Class I: 0.55% Class R3: 1.15% SIMPLE Class: 1.05%
MainStay Epoch Capital Growth Fund	Class A: 1.15% Class C: None Class I: 0.90% Investor Class: None
MainStay Epoch Global Equity Yield Fund	Class A: 1.09% Class C: 1.84% Class I: 0.84% Class R6: 0.74%
MainStay Epoch International Choice Fund	Class I: 0.95%
MainStay Epoch U.S. Equity Yield Fund	Class I: 0.73%
MainStay Equity Allocation Fund	Class A: 0.50% Class B: 1.30% Class C: 1.30% Class I: 0.25% Investor Class: 0.55% Class R1: 0.35% Class R2: 0.60% Class R3: 0.85% SIMPLE Class: 0.80%


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay Equity ETF Allocation Fund	Expense Limitation from June 30, 2020 until February 28, 2022 Class A: 0.80% Class C: 1.55% Class I: 0.55% Class R3: 1.15% SIMPLE Class: 1.05%
MainStay Floating Rate Fund	Class A: 1.05% Class B: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R3: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay Growth Allocation Fund	Class A: 0.50% Class B: 1.30% Class C: 1.30% Class I: 0.25% Investor Class: 0.55% Class R1: 0.35% Class R2: 0.60% Class R3: 0.85% SIMPLE Class: 0.80%
MainStay Growth ETF Allocation Fund	Expense Limitation from June 30, 2020 until February 28, 2022 Class A: 0.80% Class C: 1.55% Class I: 0.55% Class R3: 1.15% SIMPLE Class: 1.05%
MainStay MacKay California Tax Free Opportunities Fund:	Class A: 0.75% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C2: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay Convertible Fund	Class I: 0.61%


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay MacKay High Yield Municipal Bond Fund	Class A: 0.875% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay Intermediate Tax Free Bond Fund	Expense Limitation until August 31, 2021: Class A: 0.77% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R6: 0.50% SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay International Equity Fund	Class A: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class B: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class I: 0.85%. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class R1: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class R2: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class R3: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares. Class R6: 0.83% SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class R6 Shares.
MainStay MacKay New York Tax Free Opportunities Fund	Class A: 0.75% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C2: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay MacKay S&P 500 Index Fund	Class A: 0.60% Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay Short Duration High Yield Fund	Class A: 1.05% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R2: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R3: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay Short Term Municipal Fund	Expense Limitation until August 31, 2021: Class A: 0.70% Class I: 0.40% Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Expense Limitation for Class A2 until September 30, 2021: Class A2: 0.70%
MainStay MacKay Total Return Bond Fund	Class A: 0.88% Class B: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: 0.60% Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R1: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R2: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R3: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay MacKay U.S. Equity Opportunities Fund	Class A: 1.50% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay MacKay U.S. Infrastructure Bond Fund	Class A: 0.85% Class B: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class R6: 0.53% SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.
MainStay Moderate Allocation Fund	Class A: 0.50% Class B: 1.30% Class C: 1.30% Class I: 0.25% Investor Class: 0.55% Class R1: 0.35% Class R2: 0.60% Class R3: 0.85% SIMPLE Class: 0.80%
MainStay Moderate ETF Allocation Fund	Expense Limitation from June 30, 2020 until February 28, 2022 Class A: 0.80% Class C: 1.55% Class I: 0.55% Class R3: 1.15% SIMPLE Class: 1.05%
MainStay Money Market Fund	Class A: 0.70% Class B: 0.80% Class C: 0.80% Investor Class: 0.80% SIMPLE Class: 0.80%
MainStay Short Term Bond Fund	Class A: 0.82% Class I: 0.40% Investor Class: 0.92% SIMPLE Class: 1.17%
MainStay Winslow Large Cap Growth Fund	Class I: 0.88%


FUND	Total Annual Operating Expense Limit (as a percent of average daily net assets)
MainStay WMC Growth Fund	Expense Limitation until February 28, 2023: Class I: 0.75%
MainStay WMC International Research Equity Fund	Expense Limitation until February 28, 2023: Class A: 1.85% Class C: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. Class I: 0.86% Investor Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares. SIMPLE Class: The Manager will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A Shares.

EX-99.H OTH MAT CONT 9 ex99hothmatcont-3.htm VOLUNTARY EXPENSE LIMITATION 3-5-21

Exhibit (h)(7)(d)

NOTICE OF VOLUNTARY EXPENSE LIMITATION

THIS NOTICE OF VOLUNTARY EXPENSE LIMITATION is provided as of March 5, 2021 to MainStay Funds Trust and The MainStay Funds (each, a "Trust"), on behalf of each series of the Trust as set forth on Schedule A (the "Funds"), by New York Life Investment Management LLC (the "Manager").

WHEREAS, each Trust and the Manager are parties to an Amended and Restated Management Agreement, as amended; and

WHEREAS, the Manager believes that it is appropriate and in the best interests of the Manager, the Fund, and Fund shareholders to voluntarily limit certain expenses of the Fund as set forth herein;

NOW, THEREFORE, this Notice hereby provides as follows:

1. The Manager hereby agrees to voluntarily waive fees and/or reimburse Fund expenses, excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses), to the extent necessary to maintain Total Annual Operating Expenses specified for the class of shares of each Fund listed on Schedule A.

2. The waivers and/or reimbursements described in Section 1 above are not subject to recoupment by the Manager.

4. This Notice of Voluntary Expense Limitation may be terminated by the Manager at any time upon written notice to the Trust.

IN WITNESS WHEREOF, the Manager has executed this Notice as of the date first written above.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:	/s/ Kirk C. Lehneis
Name:	Kirk C. Lehneis
Title:	Senior Managing Director and Chief Operating Officer



Accepted:
MainStay Funds Trust

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial and
	Accounting Officer


Accepted:
The MainStay Funds

By:	/s/ Jack R. Benintende
Name:	Jack R. Benintende
Title:	Treasurer and Principal Financial
	and Accounting Officer

SCHEDULE A

FUNDS/CLASS

VOLUNTARY EXPENSE LIMITATION

MainStay Epoch International Choice Fund

Class R1

Class R2

1.05%

1.30%

MainStay MacKay International Equity Fund

Class B

Class C

Investor Class

SIMPLE Class

2.60%

1.85%

2.10%

MainStay MacKay S&P 500 Index Fund

Investor Class

SIMPLE Class

0.70%

0.95%

MainStay MacKay Total Return Bond Fund

Class R1

Class R2

Class R3

0.70%

0.95%

1.20%

MainStay MacKay U.S. Equity Opportunities Fund

Class C

Investor Class

SIMPLE Class

2.35%

1.60%

1.85%

MainStay Winslow Large Cap Growth Fund

Class R1

0.95%

MainStay WMC Enduring Capital Fund

Class B

Class C

Investor Class

SIMPLE Class

2.60%

1.85%

2.10%

MainStay WMC Growth Fund

Class I

0.92%

MainStay WMC International Research Equity FundClass C

Investor Class

SIMPLE Class

2.70%

1.95%

2.20%

EX-99.P CODE ETH 10 ex99pcodeeth-1.htm NYLIM HOLDINGS COE

Exhibit (p)(4)

New York Life Investment Management Holdings LLC

Code of Ethics

June 2020

SECTION 1 GENERAL FIDUCIARY PRINCIPLES AND STANDARDS OF BUSINESS CONDUCT

This Code of Ethics (“Code”) has been adopted by New York Life Investment Management Holdings LLC’ (“NYLIM Holdings”) and certain of its divisions, subsidiaries and affiliates (collectively, “New York Life Investments” or the “Company”)1 and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance (the “Compliance Department”).

Pursuant to Section 206 of the Advisers Act, both the Company and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this principal involves more than acting with honesty and good faith alone. It means that the Company has an affirmative duty of utmost good faith to act solely in the best interest of its clients. The Company is committed to promoting the highest ethical standards and practices, while pursuing its business interests.

The Code is designed to ensure that Employees comply with all applicable federal securities laws and the conditions in any applicable exemptive relief. It is based upon the principle that the Company and its employees owe a fiduciary duty to our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid: (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Company,

(iii) making any untrue statement, omitting a material fact, or otherwise being misleading, including the use or misuse of false rumors or (iv) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

Each employee has an obligation to make prompt and full disclosure of any situation which may involve a conflict of interest. Potential conflicts that require disclosure include, but are not limited to, outside employment and material business relationships, outside directorships, gifts and entertainment, political activity, or any other arrangement or circumstance, including family or other personal relationships which might dissuade an Employee from acting in the best interest of the Company and its Clients. Employees shall promptly notify the Chief Compliance Officer (“CCO”) or Local Compliance Officer (“LCO”) of any violation or potential violation of the Code.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates a fiduciary duty to our Clients.

Some provisions of the Code, particularly with respect to personal trading, only apply to Access Persons, as defined herein and do not apply to all Employees of the Company. Status as an Access

1 For purposes of this Code, “New York Life Investments” or the “Company” includes the following NYLIM Holdings entities: IndexIQ Advisors LLC, IndexIQ LLC, MacKay Shields LLC, New York Life Investments Alternatives LLC and its relying advisors GoldPoint Partners LLC, Madison Capital Funding LLC, and PA Capital LLC, New York Life Investment Management LLC, New York Life Investment Management (UK) Limited, NYLIFE Distributors LLC, NYLIM Service Company LLC, and the following New York Life Insurance Company subsidiaries: New York Life Trust Company, and NYL Investors LLC. Ausbil Investment Management Limited, Candriam Belgium SA, Candriam S.A. (France), Candriam Luxembourg S.A, and NYLIM Asia Limited – Japan Branch, all direct or indirect subsidiaries of New York Life Insurance Company, administer their own Codes of Ethics. Each entity referred to above may be referred to individually as an “Investment Adviser.”

Person will depend on a person’s specific title, functions, duties, activities, and access to

information. See Section II for the definition of Access Persons.

Employees are also required to adhere to the policies relating to the Code, including, but not limited to: Insider Trading and Information Barrier Policy, Conflicts of Interest Policy, Gift and Entertainment Policy, Foreign Corrupt Practices Act/Anti-Corruption Policy, Mutual Fund Selective Disclosure Policy, Personal Political Contributions Policy, and Integrity – Standards of Business Conduct Policy2 (“Related Policies”). These Related Policies have been distributed separately from this Code. Employees of IndexIQ are also subject to the IndexIQ Self-Indexing Policies and Procedures.

SECTION 2 DEFINITIONS

Access Person - shall have the same meaning as set forth in Rule 204A-1 of the Advisers Act and shall include:

- All officers (defined as Managing Director and above) or directors of New York Life Investments;

- any “Supervised Person” of New York Life Investments or any other person who has access to non-public information regarding any clients’ purchase or sale of securities, or non- public information regarding the portfolio holdings of any Affiliated Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public;

- Includes Index Personnel and Investment Personnel.

Affiliated Fund - The MainStay Group of Funds.

Automatic Investment Plan –regular periodic purchases (or withdrawals) that are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

Beneficial Ownership - shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in determining whether a person is the beneficial owner of a security for purposes of the Exchange Act and the rules and regulations thereunder. A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person. A person also has a beneficial interest in securities held: (i) in a trust

2 In certain instances, NYLIC’s Code of Conduct may differ. However, in these cases, employees subject to this Code must

meet the requirements of this Code and their firm’s related policies.

which he or she is a trustee, has a beneficial interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or

(vi) by a holding company that he or she controls.

Buy or Sell Order - an order placed with a broker to buy or sell a security.

Cashless Exercise - transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.

Chief Compliance Officer (“CCO”) – NYLIM CCO

Client - any client of the Company, including a registered investment company (mutual fund) or other person or entity.

Covered Security - means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include:

- direct obligations of the U.S. Government;

- bankers’ acceptances;

- bank certificates of deposit;

- commercial paper;

- high quality short-term debt instruments, including repurchase agreements;

- shares issued by open-end mutual funds, including the MainStay Funds (shares of exchange traded funds (“ETFs”) or other exchange traded vehicles are not considered open-end mutual funds);

- interests in qualified state college tuition programs (“529 Plans”); and

- cryptocurrencies or digital currencies, such as Bitcoin or Ether, which are a virtual or digital representations of value. However, a virtual currency token offered in an initial or digital coin offering will be deemed a Covered Security for purposes of the Code and subject to preclearance requirements (See Section 3.3 Initial Public Offerings, Private Placements and Initial Coin Offerings).

Discretionary Managed Account – an account managed on a discretionary basis by a person (or Robo-Adviser) other than an Employee over which the Employee has no direct or indirect influence or control over the selection or disposition of securities and no advance knowledge of transactions therein.

Dividend Reinvestment Plan (DRIPs) – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

Employee - any person employed by the Company. Temporary employees and consultants may be subject to the Code, as determined by the Compliance Department based on, among other things, contract length, job duties, work location, and other factors, at whatever designation the Compliance Department believes is appropriate.

Employee Stock Option Plan – contracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.

Employee Stock Purchase Plan (ESPP) - an organized plan for employees to buy shares of their

company’s stock.

Exchange Traded Fund – an exchange-traded fund or ETF is an investment company or unit investment trust that trades like stock. The price of an ETF is derived from and based upon the securities held by the portfolio. An ETF may be passively managed and follow a specified index or actively managed. ETFs are considered covered securities under this Code.

Federal Securities Laws - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Front Running - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client’s transaction in the underlying security by or on behalf of the Client.

Immediate Family - any of the following individuals: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships who reside in the same household.

The term also includes any related or unrelated individual who resides with, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

IndexIQ ETFs – each exchange traded fund series of the IndexIQ ETF Trust and IndexIQ Active ETF Trust.

IndexIQ Employees – employees of IndexIQ Advisors LLC and IndexIQ LLC.

Index Personnel – certain employees of IndexIQ LLC and its affiliates who have responsibility for underlying affiliated indexes and rules based processes, as well as employees of IndexIQ LLC and its affiliates appointed to assist such employees in the performance of his/her duties. Index Personnel also include other employees of the Company that may have access to non-public information with respect to indexes that IndexIQ ETFs seek to track.

Index Rebalance - a time period when an IndexIQ ETF or other accounts for which IndexIQ Advisors LLC acts as advisor and/or sub-advisor receives its rebalance or reconstitution information with respect to an underlying index for which (i) IndexIQ LLC or (ii) an unaffiliated entity serves as the index provider.

Initial Public Offering - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

Insider Trading - the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.

Investment Club - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

Investment Personnel - employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., portfolio managers, traders and analysts).

Local Compliance Officer (“LCO”) – CCO or designee of an applicable NYLIM Holdings’ entity.

MainStay Funds – each open-end fund series of The MainStay Group of Funds. The term MainStay Funds also include open-end fund series of the IndexIQ Trust.

New York Life Investments - includes the following NYLIM Holdings entities: IndexIQ Advisors LLC, IndexIQ, LLC, MacKay Shields LLC, New York Life Investments Alternatives LLC ¹

³ This Policy applies to New York Life Investments Alternatives LLC and its relying advisers, GoldPoint Partners LLC, Madison Capital Funding

LLC and PA Capital LLC.

, New York Life Investment Management LLC, New York Life Investment Management (UK) Limited, NYLIM Service Company LLC, and NYLIFE Distributors LLC, as well as the following New York Life Insurance Company subsidiaries: NYL Investors LLC and New York Life Trust Company.

Non-Access Person – employees that do not fall into the definition of Access Person.

Private Placement - an offering that is exempt from registration under the Securities Act of 1933 under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.

Reportable Fund: an investment company, whether or not affiliated, advised or subadvised by the Company and any investment company whose investment adviser or principal underwriter is controlled by or under common control with the Company (e.g., IndexIQ funds).

Restricted List – a listing of securities maintained by the CCO or LCO in which trading by Access Persons is generally prohibited.

Registered Representative - an Employee who is registered as such with a member firm of the Financial Industry Regulatory Authority (“FINRA”).

Scalping- buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact.

Supervised Person – an Investment Adviser’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.

SECTION 3 PERSONAL INVESTING ACTIVITIES - RESTRICTIONS AND MONITORING PROCEDURES

3.1 General Policy –All Employees

The Company has adopted the following principles governing personal investment activity which apply to all Employees:

- All personal securities transactions will be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

- Employees may not engage in Insider Trading;

- Employees must not take inappropriate advantage of their positions;

- The interests of Client accounts will at all times be placed first (no Front Running or Scalping);

- Active personal trading (e.g., day trading) is discouraged. While there is currently no limitation on the number of trades that an Employee may execute per quarter or trade requests that an Employee may submit per quarter, the Code grants the CCO and LCO the power to impose such a limitation on any Employee if: (i) it is believed to be in the best interest of the Company or its Clients, or (ii) such trading interferes with an Employee’s professional duties;

- No personal trades may be effected through the Company’s traders;

- Employees may not purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same MainStay Fund within 30 days. The 30-day holding period is measured from the time of the most recent purchase of shares of the relevant MainStay Fund by the Employee. This applies to all MainStay Funds, including shares owned through a 401(K) plan or similar account, or through a variable insurance product. It does not apply to purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program, or transactions in money market funds;

- Employees may not do anything indirectly that, if done directly, would violate the Code. For example, never use a derivative, or any other instrument or technique, to get around a rule. Such actions would be the equivalent of direct Code violations.

3.2 Additional Requirements for Access Persons and Investment Personnel

If you are designated an Access Person because of your position in the Company or your access to information regarding Client information, you are subject to the following additional requirements.

3.2.1 Preclearance of Covered Securities

Access Persons must preclear all transactions in Covered Securities. Preclearance of personal securities transactions allows the Company to prevent certain trades that may conflict with Client trading. Each Access Person must submit their requests through the employee preclearance system via the Company’s Intranet. Automated feedback will be provided to the Employee as to whether the request is approved or denied.

In the event that the system is unavailable, Access Persons must send a request via an email to the Compliance Department, including the information contained in the hardcopy Preclearance Form (Exhibit C) and receive approval prior to completing any transaction in Covered Securities. The Compliance Department will provide approval or denial via email.

The authorization given through the system or by the Compliance Department is effective for the calendar day that the request was submitted and ultimately approved. If your transaction is not executed on that same day, a new request must be submitted.4

All stop orders and good to cancel orders are prohibited. Any preclearance request with these instructions will be denied.

You must preclear all transactions in IndexIQ ETFs and any non-affiliated ETF which hold less than 30 securities in its portfolio.

3.2.2 Holding Period/Short Swing Rule

Access Persons may not profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days. The holding period is measured from the time of the most recent purchase of shares of the relevant Covered Security by the Employee (LIFO method). Violations may result in, among other things, disgorgement of the profit to the Client or to a charity of the Company’s choice. Exceptions may be made by the CCO or LCO to accommodate special circumstances. Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option Plan, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, but only after obtaining approval from the Compliance Department.

3.2.3 Trading /Black-Out Period

Access Persons may not purchase or sell a Covered Security on a day when there is a Buy or Sell Order for a Client of their respective Investment Adviser. Access Persons deemed Investment Personnel, IndexIQ Employees and Index Personnel are further restricted in black-out periods. Investment Personnel may not purchase or sell a Covered Security if any purchase or sale of such securities has been made for an Investment Adviser Client account in the prior seven calendar days or can reasonably be anticipated for a Company Client account in the next seven calendar days.

3.2.4 Exceptions to Blackout Period

Exceptions may be granted to the black-out period set forth in paragraph 3.2.3 above on days when there is no Buy or Sell order for a Client of the Company and the transaction involves one of the following:

(i) Securities in the Russell 1000 Index – 2,000 shares or less;

(ii) Securities NOT in the Russell 1000 Index –

a. Securities with market cap greater than $5 billion – 500 shares or less, or

4 For employees of New York Life Investments International Ltd., New York Life Investment Management (UK) Limited

only, authorization given through the employee preclearance system or by the Compliance Department is effective until

the close of local markets on the next business day.

b. Securities with market cap less than $5 billion - the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization.

The above exceptions will not apply to Index Personnel or IndexIQ Employees during a black-out period resulting from an Index Rebalance.

3.2.5 Other Exceptions

Requirements pertaining to Sections 3.2.1 through 3.2.4 do not apply to transactions:

- by employees of New York Life Insurance Company who are directors of New York Life Investments or certain other designated departments or persons, who do not have access to information about the Company’s purchases and sales of securities;

- in Discretionary Managed Accounts provided the employee provides the Compliance Department with a copy of the fully executed investment management agreement which provides for the investment advisor’s complete discretion and control over the account, and provided the Employee (and his/her investment advisor) certifies that he/she will not have any direct or indirect influence or control over the account (see Exhibit G). Employees that have Discretionary Managed Accounts managed by an immediate family member are still subject to Sections 3.2.1 through 3.2.4;

- that are non-volitional in nature: e.g., stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers;

- in Automatic Investment Plans such as DRIPs, ESPPs or similar accounts;

- in any non-affiliated ETF, which holds 30 or more securities in its portfolio;

- in securities that are not “Covered Securities”;

- in government-sponsored enterprises fixed income securities (e.g., FNMA, FHLMC);

- in variable rate demand notes (“VRDN’s”) and variable rate demand obligations (“VRDO’s”);

- in municipal (“muni”) bonds. This exception will not apply to MacKay Shields Employees; or

- in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g., 7 days) and closed-end municipal auction rate “Preferred” shares. MacKay Shields Employees must preclear these instruments.

3.3 Initial Public Offerings Private Placements and Initial Coin Offerings

No Access Person (or Employees who are Registered Representatives) may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities, a Private Placement or a virtual currency token offered in an initial or digital coin offering (also called ICOs or token sales) except with the express written prior approval of the CCO or LCO where applicable, in consultation with Corporate Compliance. Employees may submit a preclearance request using the employee preclearance system or email using Exhibit D.

3.4 Restricted List

No Access Person may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Access Person’s respective Investment Adviser’s Restrictive List. Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.

3.5 Options

Investment Personnel are prohibited from trading in options with respect to individual securities covered under this Code. Transactions in index options effected on a broad-based index are permitted. Access Persons trading options on individual securities must ensure that expiration dates meet or exceed the 60-day holding period and short swing rule. Access Persons are also prohibited from trading in uncovered options on individual securities (i.e., trading in a position where the seller of an option contract does not own any, or enough, of the underlying security).

3.6 Investment Clubs

Access Persons and members of their Immediate Family may not participate in Investment Clubs. In certain limited instances, exceptions may be granted on a case-by-case basis.

3.7 Section 16 Requirements

Certain Employees are considered “Fund Insiders” pursuant to Section 16 of the Exchange Act with respect to closed-end funds advised or subadvised by an applicable Investment Adviser. Pre- clearance by Fund Insiders is required prior to transacting in closed-end fund shares, including closed-end fund shares purchased or sold in Discretionary Managed Accounts. In addition, transactions in closed-end fund shares by Fund Insiders require additional reporting to the Commission, and are subject to holding periods. Please refer to the MainStay Funds’ Policies and Procedures for Compliance with Section 16 of the Securities Act of 1934 or contact the applicable CCO for more information.

SECTION 4 RECORDKEEPING AND REPORTING REQUIREMENTS

4.1 Initial Securities Holdings and Account Reports

Access Persons must, no later than 10 days after becoming an employee, submit an initial holdings and account report and certification (Exhibit E –Access Persons). The holdings information presented in this report must be current as of 45 days prior to employment. Access Persons must also disclose all broker, dealer or bank accounts in which any Securities (including Covered Securities) are held. Non-Access Persons are only required to disclose where Affiliated or Reportable Fund shares are held. Additionally, each new Employee shall file an “Acknowledgement of Receipt of the Code of Ethics and Related Policies” (via the employee preclearance system or Exhibit A). New employees may only maintain accounts at brokers from which Compliance receives an electronic feed. Contact Compliance for a complete list.

4.2 Quarterly Reporting

Access Persons must, no later than 30 calendar days following quarter end, certify to all transactions in any Covered Security and Affiliated Funds or, alternatively, must confirm that there were no such transactions in the applicable quarter. This does not apply to transactions in Discretionary Managed Accounts as described in Section 3.2.5. Employees must complete this requirement electronically through the system. In the event that the system is unavailable, Access Persons shall file a “Quarterly Transactions Report” (Exhibit F).

4.3 Annual Reporting

No later than January 30th each year: (i) all Employees must file an annual certification indicating that the Employee has complied with the Code and Related Policies and (ii) Access Persons must also file an annual holdings report and certify to their brokerage accounts as of year-end.

Employees must complete these requirements through the system.

4.4 Opening of Brokerage Accounts

Access Persons shall promptly notify the Compliance Department of any new account opened with a broker, dealer or bank including Discretionary Managed Accounts. Access Persons must provide the Compliance Department with sufficient information so that Compliance can arrange for duplicate confirmations and accounts statements to be provided to the Compliance Department, either directly or through an entity engaged to facilitate implementation of the Code of Ethics, at the following address:

New York Life Investments

PO Box 468

Jersey City, New Jersey, 07303-0468

Attn: Compliance Department

Non-Access Persons are only required to notify the Compliance Department of any new accounts opened with a broker, dealer or bank in which Affiliated Fund shares or Reportable Fund shares are held.

New employees deemed Access Persons may only open brokerage accounts with a firm that provides Compliance with an electronic feed of trade confirmations and statements. Contact Compliance for the complete list of firms.

4.5 New York Life Investments Recordkeeping

The Company is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Employees have direct or indirect Beneficial Ownership.

The Compliance Department maintains all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of eight years. Acknowledgements of the Code will be maintained for eight years after the individual ceases to be an Employee.

4.6 Personal Recordkeeping

Access Persons should maintain copies of their pre-clearance authorizations, brokerage confirms and brokerage statements, if any. If there is any question as to whether a proposed transaction might involve a possible violation of the Code, the transaction should be discussed in advance with the CCO or LCO.

SECTION 5 ADMINISTRATION

5.1 Mutual Fund Code of Ethics

Certain Employees may owe a specific duty of care to each mutual fund Client based on the Employee’s status as an Access Person of that mutual fund. It has been determined that each Employee’s compliance with the Company’s Code will also satisfy the requirements of Rule 17j-1 of the Investment Company Act as well as any mutual fund that the Company presently advises or subadvises.

5.2 Sanctions and Review

Upon discovering a violation of the Code, the Company shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.). Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, suspension of trading privileges or, in more serious cases, inclusion in annual performance evaluations, suspension or termination of employment. It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance). In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3 Review by CCO

On a quarterly basis, the CCO will provide the Board of Trustees of the MainStay Funds and IndexIQ ETFs with a report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons

and sanctions imposed in response to such violations. The CCO or LCO may also provide this information to the Compliance Committees of the respective Investment Adviser and other senior management teams.

5.4 Monitoring

The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance. Compliance, utilizing the system and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code. Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5 Acknowledgment and Training

Each Employee must certify initially and annually thereafter that he or she has read and understood, is subject to and has complied with the Code and its related polices. Each Employee must attend a Code of Ethics training session conducted by Compliance within a reasonable time of becoming an Employee.

5.6 Exceptions

The CCO or LCO as applicable, in consultation with Corporate Compliance, may grant written exceptions to provisions of the Code in circumstances which present special hardship. Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception. Notwithstanding the foregoing, however, no exception to a provision of the Code shall be granted where such exception would result in a violation of Rule 17j-1 or Rule 204A-1.

EXHIBIT A

ACKNOWLEDGEMENT OF RECEIPT OF THE CODE OF ETHICS AND RELATED POLICIES

· NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS

· NEW YORK LIFE INVESTMENT MANAGEMENT LLC INSIDE INFORMATION AND INFORMATION BARRIER POLICY AND PROCEDURES

· NEW YORK LIFE INVESTMENT MANAGEMENT CONFLICTS OF INTEREST POLICY

· NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC GIFT & ENTERTAINMENT POLICY

· POLICY AND PROCEDURES CONCERNING SELECTIVE DISCLOSURE OF MUTUAL FUND PORTFOLIO HOLDINGS

· NEW YORK LIFE INVESTMENT MANAGEMENT PERSONAL POLITICAL CONTRIBUTIONS POLICY

· INTEGRITY – STANDARDS OF BUSINESS CONDUCT

· NEW YORK LIFE INVESTMENT MANAGEMENT FOREIGN CORRUPT PRACTICES ACT/ANTI- CORRUPTION POLICY

· INDEXIQ SELF-INDEXING POLICIES AND PROCEDURES*

· NEW YORK LIFE INVESTMENT MANAGEMENT INDEX PERSONNEL COMPLIANCE POLICY AND

PROCEDURES**

I hereby certify that I have received a copy of the New York Life Investment Management Holdings LLC Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.


Received by:
Signature		Signature
Name		Name
Title		Title
Department		Department
Date		Date

EXHIBIT B

ANNUAL CERTIFICATION OF COMPLIANCE WITH THE

· NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS

· NEW YORK LIFE INVESTMENT MANAGEMENT LLC INSIDE INFORMATION AND INFORMATION BARRIER POLICY AND PROCEDURES

· NEW YORK LIFE INVESTMENT MANAGEMENT CONFLICTS OF INTEREST POLICY

· NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC GIFT & ENTERTAINMENT POLICY

· POLICY AND PROCEDURES CONCERNING SELECTIVE DISCLOSURE OF MUTUAL FUND PORTFOLIO HOLDINGS

· NEW YORK LIFE INVESTMENT MANAGEMENT PERSONAL POLITICAL CONTRIBUTIONS POLICY

· INTEGRITY – STANDARDS OF BUSINESS CONDUCT

· NEW YORK LIFE INVESTMENT MANAGEMENT FOREIGN CORRUPT PRACTICES ACT/ANTI- CORRUPTION POLICY

· INDEXIQ SELF-INDEXING POLICIES AND PROCEDURES*

· NEW YORK LIFE INVESTMENT MANAGEMENT INDEX PERSONNEL COMPLIANCE POLICY AND

PROCEDURES**

I hereby certify that I have received read and understood the Code and policies listed above. I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.


Received by:
Signature		Signature
Name		Name
Title		Title
Department		Department
Date		Date

EXHIBIT C

NEW YORK LIFE INVESTMENTS
PERSONAL SECURITIES TRADING PRECLEARANCE REQUEST FORM

Employee Name Broker

Brokerage Account #

Received by/Date Received

TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.


DATE	NAME OF SECURITY	# OF SHRS, PRINCIPAL AMOUNT, ETC.	APPROX PRICE	SYMBOL OR CUSIP #	SEC. MKT. CAP.	PURCHASE/SALE	DIRECT OWNERSHIP (D) FAMILY (F) CONTROL (C)	APPROVED DENIED

The person indicated above has stated and represents that:

(a) he/she has no inside information (including information relating to planned securities transactions by the Company) relating to the above referenced issuer(s);

(b) there are no conflict of interest in these transactions with respect to Client portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and

This form may also be submitted via the employee preclearance system

EXHIBIT D

NEW YORK LIFE INVESTMENTS HOLDINGS LLC
IPO/LIMITED OFFERING/Initial Coin Offering
PRECLEARANCE REQUEST FORM


Employee Name
Employee Title
Registered Representative?*
If yes, transaction must be approved by Distributors CCO also.	(YES or NO)
Are you a NYLIC Officer? (YES or NO)
If yes, please note that in order to invest in certain private funds, there are certain conditions that may need to be satisfied under New York Insurance Law Section 1411(e) in order to make the investment due to insurance law restrictions. Compliance, with the assistance of OGC, will review these restrictions prior to approving your investment.

______ Proposed investment in an Initial Public Offering (“IPO”)1


Name of Security:
Estimated Quantity:
Estimated Trade Date:
Estimated Price:
Broker/Dealer (if any):
Brokerage Account Number:

I represent that my trading in this investment is not based on material non-public information.

______ Proposed investment in a limited offering (e.g., private placement, hedge fund, etc.)


Estimated Date of Transaction:
Name of Private Investment Entity: *Please provide copy of Offering Memorandum
Transaction:	Initial Purchase _______ Additional Purchase _________
Amount of Transaction (USD$, number of shares, units, interest, etc.):

1 Please note that your Broker/Dealer may have further restrictions on purchasing IPOs if you meet the Restricted Person definition under FINRA Rule 5130


EXHIBIT D (cont.)
Conflicts Review:
Is this Private Fund a fund that is managed or sponsored by NYLIC or an affiliate of NYLIC?	Yes ________ No _________
If yes, and you are a NYLIC Officer, then you are prohibited from owning more than 5% of the fund. Compliance will confirm this prior to approving your investment, and will monitor it on an on-going basis.
How did you become aware of the opportunity to invest in this limited offering?
What is the nature of your relationship with the individual or entity offering the opportunity?
Are you investing with any special terms? (e.g., less than required minimum amount)
Are you aware of whether the Firm has any other business dealings with the sponsor or manager of this vehicle?

I understand that approval for limited offerings will only be in effect for 90 days from the date of

the Chief Compliance Officer’s signature.


Employee Signature		Date
Approved/Denied
CCO Signature		Date
NYLIFE Distributors CCO*

* Required if employee is a registered representative of NY Life Distributors LLC

This form may also be submitted electronically in the employee preclearance system.

EXHIBIT E- Access Persons

ACCESS PERSON INITIAL/ANNUAL SECURITIES HOLDINGS/ ACCOUNT REPORT AND CERTIFICATION

Name Initial Report

Annual Report

As of the date below, the following are each and every Covered Security2 , Affiliated Fund, Reportable Fund, and securities account in which I have a direct or indirect “Beneficial Ownership” interest. For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships. For a more complete definition of these terms, please consult the New York Life Investment Management Holdings LLC Code of Ethics

This report need not disclose Covered Securities held in any account over which the Access Person has no direct or indirect influence or control.


Name of Security/Affiliated Fund /Reportable Fund	Exchange Ticker Symbol or CUSIP	Broker, Dealer or Bank where Security Held	No. of Shares and Principal Amount	Nature of Interest (Direct Ownership, Family Member, Control, Etc.)

2 Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and

U.S. Government obligations.

EXHIBIT E- Access Persons (cont.)

Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities and Discretionary Managed Accounts) are held for my direct or indirect benefit (“Securities Account”) as of the date appearing above:


Name of Broker, Dealer or Bank with which Account Is Held	Date Account Established	Account Number

I understand that brokerage accounts may only be maintained at brokers where Compliance receives an electronic feed of trade confirmations and statements. I may be required to transfer these accounts to a different broker. I acknowledge that I am responsible for all associated transfer costs.

I certify that the securities listed above are the only Covered Securities, Affiliated Funds, and Reportable Funds in which I have a direct or indirect Beneficial Ownership interest. I further certify that the accounts listed above are the only securities accounts in which I have a direct or indirect Beneficial Ownership interest. I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by the Company in order to obtain statements and confirmations for my securities accounts. During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (including third parties)(together referred to as "Engaged Parties"), other than any Engaged Parties hired to facilitate implementation of the Code of Ethics, as required by law, a court order or a demand by a regulatory agency having jurisdiction, without prior written consent of the Company and the employee. Any Engaged Parties hired to facilitate implementation of the Code of Ethics will be held to the same standards with respect to maintaining the confidentiality of personal information. Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.

EXHIBIT E- Access Persons (cont.)

Employee Signature Date of Submission Received By

Date Received

Return form to:

New York Life Investments

30 Hudson Street 23^rd Floor

Jersey City, New Jersey, 07302

Attn: Compliance Department

EXHIBIT E –Non-Access Persons

NON-ACCESS PERSON INITIAL/ANNUAL ACCOUNT REPORT AND CERTIFICATION

Name Initial Report

Annual Report

As of the date below, the following are each and every securities account in which I have a direct or indirect “Beneficial Ownership” interest that holds Affiliated Funds and/or Reportable Funds. For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in- law, or sister-in-law and also includes adoptive relationships. For a more complete definition of these terms, please consult the New York Life Investment Management Holdings LLC Code of Ethics:


Name of Broker, Dealer or Bank with which Account Is Held	Date Account Established	Account Number

I certify that the securities accounts listed above are the only securities accounts in which I have a direct or indirect “Beneficial Ownership” interest that holds Affiliated Funds and/or Reportable Funds. I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by the Company in order to obtain statements and confirmations for my securities accounts. During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (including third parties) (together referred to as "Engaged Parties"), other than any Engaged Parties hired to facilitate implementation of the Code of Ethics, without prior written consent of the Company and the employee. Any Engaged Parties hired to facilitate implementation of the Code of Ethics, as required by law, a court order or a demand by a regulatory agency having jurisdiction, will be held to the same standards with respect to maintaining the confidentiality of personal information.

EXHIBIT E –Non-Access Persons (cont.)

Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.

Employee Signature Date of Submission

Received By

Date Received

Return form to:

New York Life Investments

30 Hudson Street 23^rd Floor

Jersey City, New Jersey, 07302

Attn: Compliance Department

This form may also be submitted via the employee preclearance system.

EXHIBIT F

QUARTERLY TRANSACTIONS REPORT

Name Quarter Ending

As of the date appearing below, the following are each and every transaction in a Covered Security, Affiliated Fund and Reportable Fund in which I have a direct or indirect “Beneficial Ownership” interest For a more complete definition of these terms, please consult the New York Life Investment Management Holdings LLC Code of Ethics. This report need not disclose transactions in Covered Securities and Affiliated Fund Shares in any account over which the Employee has no direct influence or control.


Name of Security/	Amount	Exchange	Interest	Trade	Nature of	Price	Nature of Interest	Firm Through
	(#	Exchange	Interest				Nature of Interest	Firm Through
	Shares	Ticker	Rate/				(Direct	Which
Affiliated	or	Symbol or	Maturity		Transaction		Ownership,	Transaction
Fund/Reportable	Principal	CUSIP	Date (if		(Purchase,		Spouse, Control,	Was Effected
Fund	Amount)	CUSIP	applicable)	Date	Sale, Etc.)		Etc.)	Was Effected

If no transactions in Covered Securities, Affiliated Fund Shares or Reportable Fund Shares occurred, please insert “NONE” here:

In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to the Company any material interests in my Covered Securities, Affiliated Fund Shares, and Reportable Fund Shares which might reasonably have been expected to involve a conflict with the interests of Clients. Also, I have disclosed all my Covered Securities, Affiliated Fund Shares and Reportable Fund shares holdings to the Company.

Employee Signature Date of Submission Received By

Date Received

This form may also be submitted via the employee preclearance system

EXHIBIT G

New York Life Investments Holdings LLC

Employee Certification – Third-Party Discretionary Managed Account(s)

I currently hold the position of at

(the “Firm”),

and I am requesting an exemption from the pre-clearance and reporting requirements of the NYLIM Holdings LLC Code of Ethics with respect to the below listed account(s) for which I have retained a third-party manager with complete investment discretion.


Third Party Management Firm:
Financial Advisor Name and Contact Information:
Do you have any personal or family relationship with the Financial Advisor?
Account Number(s):

I understand in making this request that I must agree/certify to the following:

· I have provided the Compliance Department with a copy of the fully executed investment management agreement which is currently in effect.

· Such agreement provides for the manager’s complete discretion and control over

the account.

· I will not have any direct or indirect influence or control over the account, including but not limited to:

o I will not suggest that the manager make any particular purchases or sales of securities;

o I will not direct the manager to make any particular purchases or sales of securities;

o I will not consult with the manager as to the particular allocation of specific investments

o I will not ask the manager about intended purchases or sales ahead of time;

o I will not participate in any manner in the manager’s specific investment decision- making.

· I will not engage in an initial public offering or private placement via the discretionary agreement.

· I will not discuss with my Financial Advisor any Firm related investment activity in advance.

· I further understand that the Compliance Department will, upon receipt of all required information, seek approval from the Chief Compliance Officer and notify me of the decision.

EXHIBIT G (cont.)

· If for any reason it becomes necessary for me to become involved in the trading activity conducted by my Financial Advisor, I will notify the Compliance Department ahead of time.

· I will arrange for my Financial Advisor to provide promptly account statements upon request.

· If my Financial Advisor is an immediate family member, trading activity will be subject to preclearance. Duplicate trade confirmations and statements must be provided to Compliance.

· To the best of my knowledge, I have provided the Compliance Department with all information relevant to this request; and I have not failed to disclose any relevant information concerning this request or concerning the discretionary managed account relationship.

· I agree to notify the Compliance Department immediately if there is any material change to the information set forth in this certification.

Employee Signature

Name Date

EXHIBIT G (cont.)

Third-Party Investment Manager/Financial Advisor Certification

As a third-party investment manager (“Manager”), we certify that we will have full discretion over

the account(s) listed below, and that Mr./Ms (the “Employee”) will not have any

direct or indirect influence or control over the account(s), including but not limited to:

o The Employee will not suggest that the Manager make any particular purchases or sales of securities

o The Employee will not direct the Manager to make any particular purchases or sales of securities

o The Employee will not consult with the Manager as to the particular allocation of specific investments

o The Employee will not ask the Manager about intended purchases or sales ahead of time

o The Employee will not participate in any manner in the manager’s specific

investment decision-making.

· We will provide copies of account statements to the Compliance Department promptly upon request in the future.

· We understand that the Employee is requesting an exemption from applicable Code of Ethics requirements pursuant to which the Employee will not be required to seek prior approval for or otherwise report securities transactions in the account(s). If the Manager is an immediate family member of the employee, preclearance of transactions and the provision of account statements and trade confirmations will be required.

· We agree to notify the Compliance Department immediately if there is any material change to the information set forth in this certification.


Signature				Date
Name
Title
Name of Firm
Account Number(s)
Account Name(s)

EX-99.P CODE ETH 11 ex99pcodeeth-2.htm NUVEEN (WINSLOW) COE

(p)(5)


		Nuveen Compliance \| 13 August 2020

Code of Ethics

SUMMARY AND SCOPE

What the Code is about

Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

This Code applies to individuals in the following categories:


	•	Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who are based outside of Portland, Oregon).


	•	Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc.


	•	Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise.


	•	TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office.

Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one.

For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person.

ACCESS PERSON

All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to non-public information about securities transactions and other investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios.

Key characteristics of this designation. An individual may be considered an Access Person of multiple advisers affiliated with Nuveen, or of only one. If your regular duties give you access to non-public information, or you are an officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored only against the trading activity of the specific adviser(s) or Affiliated Funds with which you are involved. For other employees, personal trading is typically monitored against the trading activities of all advisers affiliated with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are monitored against has a pending buy or sell order for that security.

INVESTMENT PERSON

An Access Person who meets any of the following criteria will in addition be considered an Investment Person:


	•	The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities in any Affiliate-Advised Account or Portfolio.


	•	The Access Person has been designated an Investment Person by the Nuveen Ethics Office.

Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveen’s affiliated investment advisers.

An Investment Person is prohibited from transacting in securities during the period starting 7 calendar days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Person’s personal transactions will be reviewed for conflicts in the period starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was pre-cleared.

The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person.

WHO TO CONTACT

Nuveen Ethics Office (Americas)

Hotline: 1 800 842 2733 extension 22-5599

nuveenethicsoffice@nuveen.com


Code of Ethics	Page 2 of 8

Important to understand

Some of our affiliated investment advisers may have policies of their own that impose additional rules on the same topics covered in this Code. Check with your manager or local/designated Chief Compliance Officer (CCO) if you have questions.

Personal trading is a privilege, not a right. Nuveen Employees are expected to follow the law and adhere to the highest standards of behavior—including with respect to personal trading. Any violation of the Code could have severe adverse effects on you, your co-workers, and Nuveen. You may be held personally liable for your conduct and be subject to fines, regulatory sanctions, and even criminal penalties.

Because Nuveen can restrict your trading or take actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks.

Some requirements in this Code apply to Household Members. Each Household Member (see “Terms with Special Meanings” at right) is subject to the same restrictions and requirements that apply to his/her related Nuveen Employee.

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction.

The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator).

You are expected to follow the Code both in letter and in spirit. Literal compliance, such as pre-clearing a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If you have questions about how to comply with this Code, consult the Nuveen Ethics Office.

TERMS WITH SPECIAL MEANINGS

Within this policy, these terms are defined as follows:

Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.

Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by Nuveen.

Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

Beneficial Ownership Any interest by which you or any Household Member—directly or indirectly—derives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion.

You have Beneficial Ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements.

Code This Code of Ethics.

Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.

Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury:

• Securities Act of 1933.

• Securities Exchange Act of 1934.

• Investment Company Act of 1940.

• Investment Advisers Act of 1940.

• Sarbanes-Oxley Act of 2002.

• Title V of the Gramm-Leach-Bliley Act.

• The Bank Secrecy Act.

Household Member The spouse or Domestic Partner of a Nuveen Employee, or any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee:

• Sibling.

• Child, stepchild, grandchild.

• Parent, stepparent, grandparent.

• In-laws (mother, father, son, daughter, brother, sister).

Independent Director Any director or trustee of an Affiliated Fund who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Managed Account Any account, including robo- advised accounts, in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third- party broker or investment manager.


Code of Ethics	Page 3 of 8

TERMS WITH SPECIAL MEANINGS (continued)

Nuveen Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.

Nuveen Employee Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the Nuveen Ethics Office.

Private Placement Any offering exempt from registration under the Securities Act of 1933, such as a private equity investment, hedge fund, or limited partnership.

Reportable Account Any account for which you or a Household Member has Beneficial Ownership AND in which securities can be bought, sold or held. This includes, among others:

• All brokerage, IRA, custodial and trust accounts.

• All Managed Accounts.

• All 529 College Savings Plan accounts.

• Any Nuveen 401(k) plan account.

• Any 401(k) plan account from a previous employer that permits transactions in any Reportable Security.

• Any direct holding in an Affiliated Fund.

• Any health savings account (HSA) that permits the purchase of any security.

• Any employee stock purchase plan (ESPP) or employee stock ownership plan (ESOP).

The following are NOT considered Reportable Accounts:

• Charitable giving accounts.


•	Any 401(k) plan account or any other account held directly with a mutual fund complex or mutual fund-only platform in which open-end, non-Affiliated Funds are the only possible investment.

• Any cash management account with a broker in which a security cannot be purchased or sold.

• Any accounts that can invest only in cryptocurrency such as Bitcoin or Ethereum.

Reportable Security Any security EXCEPT:

• Direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable).

• Certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements).

• Money market funds.

• Open-end funds that are not Affiliated Funds.

• Note that closed-end funds are Reportable Securities.

Reportable Transaction Any transaction involving a Reportable Security EXCEPT:


•	Transactions in Managed Accounts. Section 16 Persons: Transactions involving Nuveen closed-end funds in any of your Managed Accounts are reportable.

• Transactions under an Automatic Investment Plan; note that transactions that override the pre-set schedule or allocation are reportable.

• Dividends

• Interest Accrued

Section 16 Person Section 16 of the Exchange Act and the rules thereunder impose certain obligations on persons specified in section 30(h) of the Investment Company Act of 1940, as well as insiders of any public company that trades on a national stock exchange (such as a Nuveen closed-end fund). For purposes of Section 16, an “insider” is:

• A director of a public company.

• A designated officer of a public company.

• A person who beneficially owns 10% or more of any class of equity security that is registered under Section 12 of the Exchange Act.

• A portfolio manager of a Nuveen closed-end fund.

Persons subject to Section 16 include portfolio managers of the Nuveen closed-end funds.

GENERAL RESTRICTIONS AND REQUIREMENTS

BASIC PRINCIPLES


1.	Never abuse a client’s trust, rights, or interests.

This means you must never do any of the following:


	•	Engage in any plan or action, or use any device, that would defraud or deceive a client.


	•	Make any material statements of fact that are incorrect or misleading, either as to what they include or omit.


	•	Engage in any manipulative practice.


	•	Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage. This would include, for example, front- running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client’s trading to enhance the value of your personal holdings.


	•	Conduct personal trading in  any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code).


2.	Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.


3.	Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes confidential information related to any of the following:


	•	Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen.

	•	New products, product changes, or business initiatives.


Code of Ethics	Page 4 of 8


	•	Past, current, and prospective clients, including their identities, investments, and account activity.


	“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others.


	This includes:


	•	Making sure no confidential information is visible on your computer screen and desk when you are not there.


	•	Not sharing passwords with others.


	•	Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information.


4.	Handle Material Non-Public Information properly. Follow all of the terms described in “Material Non-Public Information” below. Be aware that any failure to handle such information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.


5.	Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.


6.	Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or suspected wrongdoing. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the TIAA Confidential Helpline at 1-877-774-6492. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

PRE-CLEARANCE AND HOLDING REQUIREMENTS


8.	Pre-clear any trade in Reportable Securities, including certain Affiliated Funds (see box on next page for additional information).

If your trade requires pre-clearance, request approval through the Protegent PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets until 11:59 PM local time on that day. When requesting pre-clearance, follow this process:


	•	Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade.


	•	Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.


	•	Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for an after-hours trading session or in foreign markets using that day’s pre-clearance approval, but you must not place any order that could remain open into the next day’s trading session.


9.	Hold positions in securities that are subject to pre-clearance for 60 calendar days, or be prepared to forfeit any gains. Several things to note:


	•	You may be required to surrender any gains realized (net of commissions) through a violation of this rule.


	•	The 60-day holding requirement is tested on a last- in-first-out basis, across all of your holdings (not just within individual accounts).


	•	The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored closed-end funds are subject to the 60-day holding requirement.


	•	You may sell the security on the 60th day after purchase, provided you obtain pre-clearance or an exemption applies.


	•	You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period.


	•	You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies. If your preclearance has been denied, it is advisable that you contact the Nuveen Ethics Office if you are seeking to sell at a loss within 60 days of your purchase.


10.	Comply with trading restrictions described in the prospectuses for all Affiliated Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund.


11.	Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.


Code of Ethics	Page 5 of 8


12.	Obtain the required approvals before any transaction in a Private Placement. For any private funds advised or sub-advised by Nuveen, you must obtain approval for all transactions (initial investment, subsequent investment, sales/redemptions) except additional capital calls. For all other Private Placements, you must obtain approval for initial and subsequent investments but not sales/redemptions.


	Approval is required even if the investment is made in a Managed Account.


	WHAT NEEDS TO BE PRE-CLEARED


	Pre-clearance required


	•	All actively initiated trades in Reportable Securities, except those listed here under “No pre- clearance required.”


	•	The sale of restricted stock or employee stock options accrued during prior employment or a Household Member’s employment require pre-clearance. If pre- clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.

Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by the Nuveen Ethics Office.


	Pre-clearance not required


	•	Shares of any open-end mutual fund (including Affiliated Funds).


	•	ETFs, ETNs, UITs (including options on ETFs and ETNs).


	•	CDs and commercial paper.


	•	Securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions.


	•	The automatic exercise or liquidation by an exchange of a derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options.


	•	Sales pursuant to a bona fide tender offer.


	•	Trades made through an Automatic Investment Plan that have been disclosed to the Nuveen Ethics Office in advance.


	•	Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or sub- advised by Nuveen).


	•	Foreign currencies, including futures.


	•	Commodity instruments.


	•	Index options and index futures.


	•	Direct investments in cryptocurrencies.

OTHER RESTRICTIONS


13.	Never knowingly trade any security being traded or considered for trade by any Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre- clearance, and includes equivalent or related securities.


	For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company’s securities.


14.	Always prioritize client trades over personal trades. Your fiduciary duties to the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit.

15.

Do not engage in trading that involves single stock futures, uncovered short sales or uncovered options on individual securities. For any short position you must own the underlying security in equal notional value. Options are permitted only to generate income or for hedging -that is, selling calls and buying puts that are offset by existing long positions or buying cash-covered calls and selling cash-covered puts, with the following exceptions:


	•	You may buy or sell (write) uncovered long-term options (those with an expiration of 1 year or more from the date of purchase), subject to the 60-day holding period.


	•	Hedging with puts or with shorts against the box is permitted, subject to the 60-day holding period. This means that options on an underlying position must have an expiration date that satisfies the underlying position’s requirement to be held for at least 60 days. Note that a covered call can be written at the time you acquire the underlying position provided the expiration of the option is 60 days or more from the date you enter into the contract.


16.	Never participate in an investment club or similar entity.


17.	Do not engage in excessive or inappropriate trading activity. Never let personal trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading.


18.	Pre-clear the sale of securities in a margin account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker.


Code of Ethics	Page 6 of 8


19.	Never purchase an IPO without advance approval. This includes Managed Accounts. Equity IPO participation is generally prohibited, but approval may be granted in special circumstances, such as when:


	•	You already have equity in the company and are offered shares.


	•	You are a policy holder or depositor in a company that is demutualizing.


	•	A family member has been offered shares as an employee.


	Purchases of initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, commodity pools, and secondary equity offerings are generally permitted subject to prior approval from the Nuveen Ethics Office.


	MATERIAL NON-PUBLIC INFORMATION


	What is Material Non-Public Information?


	Material Non-Public Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public. Information is material if both of the following are true:


	•	A reasonable investor would likely consider it important when making an investment decision.


	•	Public release of the information would likely affect the price of a security. Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.


	Restrictions and requirements


	•	Any time you think you might have, or may be about to, come into possession of Material Non-Public Information (whether in connection with your position at Nuveen or not), alert the Nuveen Ethics Office. Alternatively, you may alert your local/designated CCO or Legal office, who in turn must promptly notify the Nuveen Ethics Office. Follow the instructions you are given.


	•	Until you receive further instructions from the Nuveen Ethics Office, your local/designated CCO, or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.


	•	Never make decisions on your own regarding potential Material Non-Public Information, including whether such information is actually Material Non-Public Information or what steps should be taken.


	•	If the Nuveen Ethics Office, your local/designated CCO and/or Legal determine that you have Material Non- Public Information:


		–	Do not buy, sell, gift, or otherwise dispose of the issuer’s securities, whether on behalf of an Affiliate-Advised Account or Portfolio, yourself, or anyone else.


		–	Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Material Non- Public Information.


		–	Do not communicate the Material Non-Public Information to anyone, whether inside or outside Nuveen, except in discussions with the Nuveen Ethics Office and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your business unit.


	•	Please refer to Nuveen’s Material Non-Public Information and Insider Trading Policy for detailed information.

REPORTING REQUIREMENTS

UPON BECOMING A NUVEEN EMPLOYEE


20.	Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.


21.	Within 10 calendar days of starting at Nuveen, use PTA to report all of your Reportable Accounts and holdings in Reportable Securities.

For each Reportable Account that permits the purchase of Reportable Securities, upload the most recent statement, making sure that it includes information about the broker, dealer, or bank through which the account is held and the type of account. For each Reportable Security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and the principal amount (dollar value).


	This information must be no older than 45 calendar days before your first day of employment.


	Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). Limited offerings are Reportable Securities.


Code of Ethics	Page 7 of 8

22.

Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. This does not include Reportable Accounts that are 401(k), HSA, ESPP/ESOP, 529 plans, or accounts held directly with a mutual fund complex or mutual fund only platform in which open-end non- Affiliated Funds are the only possible investment. Contact the Nuveen Ethics Office if you are unsure whether your account must be held with an approved firm. The list of approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA.


	Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non- approved firm. Examples include:


	•	An account owned by a Household Member who works at another financial firm with comparable restrictions.


	•	An account that holds securities that cannot be transferred.


	•	An account that cannot be moved because of a trust agreement.

To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, you are required to upload statements for the account in PTA based on the frequency with which a statement is generated for the account (e.g. monthly, quarterly). In all cases, if your accounts are not held at an approved firm, you must manually enter all executed Reportable Transactions in PTA within 5 days of execution.


	At the discretion of the Nuveen Ethics Office, some consultants and temporary workers may not be required to move or close Reportable Accounts.

WHEN OPENING ANY NEW REPORTABLE ACCOUNT (INCLUDING A MANAGED ACCOUNT)

23.

Get pre-approval for any new Managed Account before any trading activity commences. Using the appropriate form (available from the Nuveen Ethics Office), provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct or indirect influence or control over the securities in the account. The form must be signed by the account’s broker or investment manager and by all account owners. You may be asked periodically to confirm these representations or submit an updated form to confirm such.


	Note that if the Managed Account is not maintained at an approved firm, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office, upon request.


24.	Report any new Reportable Account. Do this in PTA within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

EVERY QUARTER

25.

Within 30 calendar days of the end of each calendar quarter, verify in PTA that all Reportable Transactions made during that quarter have been reported. PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension or and retirement plan accounts, which you are not required to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA prior to completing your certification.

26.

For each Reportable Transaction, you must provide, as applicable, the transaction date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or omissions, correct or add to your list of transactions in PTA.

EVERY YEAR


27.	Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and certify in PTA as to your Annual Holdings and Accounts Report.


	The report must contain the information described in item 20 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end.


	If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification.


	In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment


	manager involvement.


	You also must acknowledge any amendments to the Code that occur during the course of the year.


Code of Ethics	Page 8 of 8

ADDITIONAL RULES FOR SECTION 16 PERSONS


	•	Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal.


	•	Pre-clear buy/sell transactions involving any Nuveen closed-end funds within your Managed Account(s).


	•	When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in- first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available.


	•	Promptly email details of all executed transactions in these securities to the appropriate contact in Legal.


	•	See the Nuveen Funds Section 16 Policy and Procedures for additional information.


	If you are unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.

CODE ADMINISTRATION

Training

You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.

Exceptions

The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers from a Code requirement. No waivers or exceptions that would violate any law will be granted.

Monitoring

The Nuveen Ethics Office is responsible for monitoring transactions and holdings for any violations of this Code.

Consequences of violation

Any individual who violates the Code is subject to penalty. Penalties could include, among other possibilities, a written warning, restriction of trading privileges, unwinding or reversing trades, disgorgement of trading profits, fines, and suspension or termination of employment.

Applicable rules

The Code has been adopted in recognition of Nuveen’s fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC under Rule 17j-1.

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC.

EX-99.P CODE ETH 12 ex99pcodeeth-3.htm EPOCH COE

(p)(6)

Epoch Investment Partners, Inc.

_______________________________

Code of Ethics and Business Conduct

October 2020

Table of Contents


Retaliation Prohibite d	5
What is confidential information about Epoch ?	8
What is non-public information ?	8
What is material information ?	8
How might I receive information about Epoch that is non-public and confidential ?	9
How might I receive information that is non-public and material ?	9
How do I protect information that is non-public and confidential about Epoch ?	9
How do I protect information that is non-public and material ?	9
Procedures to Monitor and Track One-on-One Meetings with Public Company Managemen t	9
Usage of Expert Networks and Political Intelligence Firms for Researc h	10
Code of Ethics Contact Perso n	12
Reporting Violation s	12
Investigations of Violation s	12
Amendments to the Cod e	12
Definitions of Terms Use d	13
Prohibited Activities and Transaction s	15
Same Direction Transaction s	15
Opposite Direction Transaction s	15
Holding Perio d	15
Limitation on the Number of Pre-Clearance Request s	16
Pre-Clearance of Reportable Securities Transactions in Employee-Related Account s	16
Reporting Requirements Applicable to Employee-Related Account s	17

1. Statement of General Principles

This Code of Ethics and Business Conduct ("Code") applies to you, as an officer, director, or employee of Epoch Investment Partners, Inc.¹

¹ This Code also applies to employees of Epoch Investment Partners UK, Ltd (“Epoch UK”). These employees must also adhere to the FCA Principles in the UK Supplement. The UK Supplement sets out certain UK specific policies and procedures which the employees of Epoch UK must observe to fulfill Epoch UK’s own administrative requirements and to achieve compliance with the requirements of the Financial Services & Markets Act 2000 and the FCA Rules of the Financial Conduct Authority, by which Epoch UK is authorized and regulated. Unless otherwise directed, you must also comply with the policies and procedures contained within the Epoch Investment Partners Compliance Policies & Procedures Manual.

("Epoch" or the "Company"), as well as your Family Members (as defined below) and in appropriate circumstances, the Code may be provided and applied to Epoch's agents and representatives, including but not limited to, consultants and temporary employees who may periodically work onsite at Epoch's offices (collectively defined as "You" below).

Epoch is committed to the principle of honest and ethical conduct in all aspects of its business. We both expect and require You to be familiar with this Code and to adhere to those principles and procedures set forth in the Code that apply to You. The Company's specific procedures contained in memoranda, policies, e-mail, or other guidance, which we may from time to time distribute to our officers, directors and employees, are separate requirements and are in addition to and not in derogation of this Code.

Epoch’s business should be carried on with loyalty to the interest of its Clients; (as defined below). In furtherance of the foregoing, You shall not:

· Employ any device, scheme or artifice to defraud Epoch or a Client, or

· Engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit upon Epoch or a Client.

As a fiduciary, Epoch is committed to a high standard of business conduct which encompasses conducting business in accordance with both the spirit and letter of applicable laws and regulations as well as in accordance with ethical business practices. While this Code does not cover every issue that may arise, the Code sets out basic principles to guide You and is intended to provide a clear statement of the fundamental principles that govern Epoch's business to promote, among other things:

· Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· Mitigation of conflicts of interest, including disclosure to an appropriate person or persons identified in the Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

· Full, fair, accurate, timely, and understandable disclosure in reports and documents that Epoch files with various regulatory authorities or prepares and distributes to various affiliates of The Toronto-Dominion Bank ("TD");

· Compliance with applicable governmental laws, rules and regulations, not only of the United States, but also of foreign jurisdictions in which we or any of our direct or indirect subsidiaries operate;

· The prompt reporting of Code violations to an appropriate person or persons identified in the Code; and,

· Accountability for adherence to the Code.

Furthermore, to build a stronger company and maintain our culture of integrity - a culture of lawful and ethical conduct, we ask that You utilize the channels identified herein to ask questions or raise good faith concerns about observed or perceived violations of the Code. We are at our best when each of us helps

identify and correct concerns in our workplace so that we may strengthen the business for all and enhance our reputation as an ethical and compliant company.

If an applicable law conflicts with a policy set forth in this Code, You must comply with the law; however, if a local custom or policy conflicts with this Code, You must comply with the Code. If You have any questions about these conflicts, You should ask your supervisor or the Code of Ethics Contact Person how to handle the situation.

If You violate the standards in this Code, You will be subject to disciplinary action. If You are in a situation that You believe may violate or lead to a violation of this Code, You should follow the guidelines described in Section 3 of this Code and notify your supervisor or the Code of Ethics Contact Person as soon as practical.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the Company requires the approval of the Chief Compliance Officer who may consult with the Directors (as defined below) or the Operating Committee (as defined below).

2. Definition of Terms Used

"Business Associate" means any supplier of services or materials, Client, customer, consultant, professional advisor, lessor of space or goods, tenant, licensor, licensee or partner of Epoch.

"Client" means any entity which receives investment advisory services from Epoch for a fee.

"Code of Ethics Contact Person" means the Chief Compliance Officer or such person or persons as may be designated from time to time.

"Conflict Resolution Group" means the Chief Compliance Officer, the Chief Financial Officer and Epoch's President and Chief Operating Officer.

"Directors" means the directors of Epoch Investment Partners, Inc.

"Family Members" means Immediate Family Members and any company, partnership, limited liability company, trust or other entity that is directly or indirectly controlled by You or by any Immediate Family Member.

"Immediate Family Member" includes the spouse (or life partner) and children of You and any relative (by blood or marriage) of You residing in the same household.

“Investor” means an investor in a Private Fund or UCITS managed by Epoch.

"PTCC" means Compliance Science Personal Trading Control Center.

"Operating Committee" means the Operating Committee of Epoch which meets frequently and is responsible for implementing the Company’s strategy, making operational decisions and overseeing the day-to-day running of the Company.

"You" means each director, officer, and employee of Epoch, temporary employees and consultants who reside on Epoch offices.

3. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which Epoch's ethical standards are built. You must respect and obey the laws of the cities, states, and countries in which Epoch and its direct

and indirect subsidiaries operate. It is our personal responsibility to adhere to the standards and restrictions imposed by those laws, rules and regulations. Although not all employees are expected to know the details of these laws, it is important that You know enough to determine when to seek advice from your supervisors or other appropriate personnel.

Where You reasonably believe that Epoch, or a director, officer or employee of Epoch, is not compliant with any law, regulation or section of this Code, we ask that You utilize our established channels identified herein to report such violations so that they may be properly addressed. As an initial matter, please bring the matter up directly with your immediate supervisor and the Code of Ethics Contact Person (or if the matter involves your supervisor, then directly with the Code of Ethics Contact Person), and if the matter is not ultimately resolved by either a reasonable explanation or action taken to rectify any non-compliance, we encourage You to bring the matter directly to the attention of the Operating Committee. With respect to financial matters in particular, and not just confined to those of our employees performing accounting functions, where You believe that Epoch has or is about to engage in any financial irregularity or impropriety, You are encouraged to bring the matter to the attention of the Operating Committee. This may be done anonymously and without fear of reprisal of any sort. Any complaint directed to the Operating Committee may be sent by mail as follows:

The Operating Committee

Attention: Nancy J. Paley

Epoch Investment Partners, Inc.

399 Park Avenue, 31st Floor

New York, New York 10022

In addition, Epoch officers or employees can also report violations to an independent third party, Ethicspoint:

Ethicspoint

www.ethicspoint.com

1-866-293-2365

Nothing contained in this Code prohibits employees from exercising their legal rights to communicate with or report violations of law to government entities or regulatory authorities (e.g., the SEC).

Retaliation Prohibited

Epoch will not tolerate retaliation of any kind (also known as victimization in some jurisdictions) because an employee in good faith raises a concern or reports a violation or suspected violation of our Code or of an Epoch policy or practice.

Retaliation is any conduct that would reasonably dissuade an employee from raising or reporting good faith concerns through our internal reporting channels or with any governmental body, or from participating in or cooperating with any investigation of such concerns. It includes conduct that would reasonably dissuade an employee from filing, testifying or participating in a legal proceeding relating to a violation of law, or from providing information to or otherwise assisting a government or law enforcement agency pursuing a violation of law.

If you feel You have been subjected to retaliation, we encourage you to immediately raise your concerns through the provided channels so that Epoch may promptly and properly address such concerns.

4. Compliance with Disclosure Controls and Dealing with External Auditors

The honest and accurate recording and reporting of financial information is of critical importance to Epoch. This is not only essential for our officers and directors to make informed business decisions, but is essential to Epoch's ability to file accurate financial reports with regulatory bodies and TD and to enable Epoch to comply
with various laws relating to the maintenance of books and records and financial reporting.

Epoch has implemented internal accounting controls that must be strictly adhered to by You as an officer, director or employee or any other person subject to the Code. You are prohibited from knowingly

circumventing or failing to implement the internal accounting controls of Epoch as now existing or as may be modified, revised, amended or supplemented in the future. If You become aware of actual or suspected breaches or violations of Epoch’s internal accounting controls or any fraudulent or questionable transactions or occurrences, whether actual or suspected, we ask that You immediately utilize our established channels to report such concerns to enable us to take proper corrective action. Potentially fraudulent or questionable transactions or occurrences include, without limitation, embezzlement, forgery, alteration of checks and other documents, theft, misappropriation or conversion of assets for personal use, falsification of records, and the reporting of the financial condition of Epoch contrary to generally accepted accounting principles.

Epoch has implemented a system of disclosure controls and procedures to assure that all important information regarding the business and prospects of Epoch is brought to the attention of Epoch's Chief Executive Officer and Chief Financial Officer. You are required to adhere to this system of disclosure controls and procedures, and You should promptly report any significant event or occurrence (whether positive or negative) that affects Epoch or its Business Associates to enable us to respond appropriately. General economic conditions need not be reported.

Open, honest and fair dealings with our external and internal auditors are essential to the financial reporting process. You are required to be candid in discussing matters concerning internal controls and business disclosures with Epoch's officers, directors, and external auditors. Factual information is important. Opinions and observations are strongly encouraged. You are prohibited from making any false or misleading statement to any external auditor of Epoch in connection with an audit or examination of Epoch's financial statements or the preparation or filing of any document or report. Similarly, You are prohibited from engaging in any conduct to fraudulently influence, coerce, manipulate or mislead any accountant engaged in the audit or review of any of Epoch’s financial statements.

5. Conflicts of Interest

Section 206(2) of the Advisers Act prohibits investment advisers from engaging in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client whereas Section 206(4) of the Advisers Act prohibits investment advisers from engaging in any act, practice, or course of business which is fraudulent, deceptive, or manipulative. Rule 206(4)-8(a) under the Advisers Act effectively extends this prohibition so as to apply to pooled investment vehicle investors or prospective investors. A failure to identify, disclose and/or manage a conflict of interest could constitute a violation of any of these provisions.

Epoch’s policy is to disclose, mitigate, and/or eliminate all identified conflicts of interest in the best interests of its Clients and Investors. In the event that a conflict of interest arises between Clients and/or Investors, Epoch’s policy is to seek to resolve such conflict as fairly as possible in relation to all parties.

You must avoid any activity or personal interest that creates, or appears to create, a conflict between your interests and the interests of Epoch or a Client or Investor. A conflict of interest occurs when your private interest interferes or appears to interfere with the interests of the Company or a Client or Investor. For example, a conflict of interest would arise where You or a Family Member receives improper personal benefits as a result of your position in the Company. Conflicts of interest include, by way of example:

· Soliciting or accepting gifts, entertainment, or other benefits from an organization that does, or seeks to do, business with Epoch in violation of Epoch’s policies;

· Owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that competes with Epoch;

· Owning a meaningful financial interest in, being employed by or acting as a consultant to or board member of an organization that does, or seeks to do, business with Epoch;

· Borrowing money from a Business Associate unless that Business Associate is regularly engaged in the business of lending money or such other property, and the loan and the terms thereof are in the ordinary course of the Business Associate’s business; or

· Making a material decision on a matter on behalf of Epoch or a Client where your financial, reputational, or other self-interests may reasonably call the appropriateness of the decision into question.

6. Disclosure and Reporting of Conflicts of Interest

Epoch requires You to fully disclose any potential or actual conflicts of interest as soon as it is known by speaking with the Code of Ethics Contact Person who may discuss and/or seek the approval of the conflict with the Conflict Resolution Group and the Operating Committee depending on the nature and severity of the conflict. Additionally, Epoch requires You to complete a Compliance Questionnaire upon joining the firm and at least annually thereafter. Many of the questions contained in the Compliance Questionnaire are intended to identify actual or potential conduct that could constitute a conflict of interest.

Neither You nor a Family Member shall personally benefit, directly or indirectly, or derive any other personal gain from any business transaction or activity of Epoch, except when the transaction or activity has been fully disclosed to and approved in writing by the Conflict Resolution Group. For the avoidance of doubt, the receipt of business gifts or entertainment pursuant to Epoch’s Business Entertainment and Gift Policy does not require written Conflict Resolution Group approval.

Neither You nor a Family Member shall have any meaningful personal business or financial interest in any Business Associate or competitor of Epoch, without prior written consent from the Conflict Resolution Group. For the avoidance of doubt, holding 5% or less of the outstanding equity interests of a Business Associate or competitor whose equity interests are publicly traded shall not be deemed "meaningful."

Neither You nor a Family Member shall hold any position with (including as a member of the board of directors or other governing body) or perform services for a Business Associate or a competitor of Epoch, without prior written consent from the Conflict Resolution Group.

Neither You nor a Family Member shall provide any services to other business enterprises which reasonably could be deemed to adversely affect the proper performance of your work for Epoch or which might jeopardize the interests of Epoch or a Client, including serving as a director, officer, consultant or advisor of another business, without prior consent in writing by the Conflict Resolution Group. In addition, You must list all
outside business interests on the new employee certification and on the annual Code of Ethics and Business Conduct acknowledgement and certification.

Neither You nor a Family Member shall direct, or seek to direct, any business of Epoch to any business enterprise in which you or a Family Member has a meaningful ownership position or serves in a leadership capacity, without prior written consent from the Conflict Resolution Group. For the avoidance of doubt, holding 5% or less of the outstanding equity interests of a Business Associate or competitor whose equity interests are publicly traded shall not be deemed "meaningful."

7. Insider Trading

You are not permitted to use or share information that is both non-public and confidential about Epoch for trading purposes or for any other purpose except the conduct of Epoch's business. You are not permitted to use or share information that is both non-public and material about other public companies for trading purposes or for any purpose. To use such information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also

illegal. You are strictly prohibited from using any illegal means, such as hacking, to obtain any non-public or material information. Epoch has separately prepared and distributed to You a copy of Epoch's Personal Trading Procedures relating to personal securities trades by You and Family Members, which is attached hereto as "Exhibit A."

What is confidential information about Epoch?

Confidential information regarding Epoch includes any information regarding Epoch’s business activities, any information regarding Epoch’s directors, officers and employees, and any information regarding Epoch’s clients for which disclosure, by an individual authorized to make such disclosure, has not been previously made. By way of example, the following information is considered confidential:

· Information You obtain concerning present or future securities transactions undertaken for Epoch’s clients;

· Information You obtain relating to past, present, or future business activities of Epoch; or

· Information You obtain relating to a director’s, officer’s, or employee’s medical, financial, employment, legal or personal affairs.

For the avoidance of doubt, all information regarding Epoch’s revenue, assets under management, fee structures, number and types of clients, and business plans is confidential unless such information has been previously disclosed by an individual authorized to make such disclosure.

What is non-public information?

Information is non-public until it has been made available to investors. The distribution of non-public information must occur through commonly recognized channels for the classification to change, such as through the inclusion in reports filed with the U.S. Securities and Exchange Commission, press releases issued by the issuer of the securities, or reference to such information in publications of general circulation such as The Wall Street Journal or The New York Times. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination.

What is material information?

Information is material where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved.

Common examples of material information include information concerning a company’s sales, earnings, dividends, significant acquisitions or mergers, business opportunities, bankruptcy, change in capital structure, and major litigation. So-called market information, such as information concerning an impending securities transaction may also, depending upon the circumstances, be material. Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material. Advance notice of forthcoming secondary market transactions could also be material. These examples are by no means exclusive. Because materiality determinations are often challenged with the benefit of hindsight, if You have any doubt whether certain information is material, such doubt should be resolved against trading or communicating such information.

How might I receive information about Epoch that is non-public and confidential?

You can expect to receive various forms of information about Epoch in the normal course of your role as a director, officer, or employee that is both non-public and confidential; however, You are prohibited from seeking to obtain such information if the information is not directly related to your duties or responsibilities. For example, if your duties or responsibilities do not require You to know about present or future securities transactions undertaken for Epoch’s clients, You are prohibited from seeking to obtain such information.

How might I receive information that is non-public and material?

You may encounter information that is both non-public and material in variety of ways, including, without limitation:

· During discussions or interviews, either private or group, with a public company’s management;

· During discussions or interviews with a public company’s vendors, suppliers, or competitors;

· During discussions or interviews with members of the press;

· During discussions with credit analysts, traders, attorneys, accountants, consultants, research providers, investment bankers or other professionals;

· By receiving information packages from issuers;

· During discussions with certain sensitive Clients or Investors such as executive-level officers or directors of a public company; or

· By being a board member of a public company.

You are prohibited from soliciting or accepting information about a public company where You know, or should know, that such information is both non-public and material.

How do I protect information that is non-public and confidential about Epoch?

When not in use, You must keep all documents or files containing confidential information in locked desk drawers or file cabinets. Under no circumstances, should confidential information be left on desks, counter tops, or floors where the information is visible to others. You must not review or work on any documents that contain confidential information about Epoch in any setting that would permit others to see the information, such as in airplanes, public spaces, or even open areas in Epoch’s offices.

How do I protect information that is non-public and material?

If You believe that You are in possession of non-public and material information, You are instructed to immediately contact the Code of Ethics Contact Person. You are prohibited from sharing this information with any other officer, director, or employee at Epoch unless You receive permission from the Code of Ethics Contact Person and follow the information barrier procedures implemented by the Code of Ethics Contact Person. For the avoidance of doubt, You are prohibited from sharing this information with anyone other than the Code of Ethics Contact Person until the Code of Ethics Contact Person implements information barrier procedures. In addition, the Code of Ethics Contact Person may add the company to the Epoch restricted list which is maintained by the Compliance Department.

When not in use, You must keep all documents or files containing non-public and material information in locked desk drawers or file cabinets. Under no circumstances, should such information be left on desks, counter tops, or floors where others can see the documents. You must not review or work on any documents that contain non-public and material information in any setting that would permit others to see the documents, such as in airplanes, public spaces, or even open areas in Epoch’s offices.

Procedures to Monitor and Track One-on-One Meetings with Public Company Management

Epoch's Compliance Department will periodically monitor certain one-on-one meetings that are arranged by brokers and are between Public Company Management and Epoch's investment team. This review will compare employee and client trading against the securities of companies who have met with an Epoch investment team member to determine whether such trading may have been based on material non-public information.

Usage of Expert Networks and Political Intelligence Firms for Research

Epoch does not currently utilize expert networks or political intelligence firms for research purposes. Prior to engaging with expert networks or political intelligence firms, You must seek pre-approval from the CCO.

8. Corporate Opportunities

You owe a duty to the Company to advance the Company's business interests wherever possible. You and Family Members are prohibited from personally profiting, directly or indirectly, due to your position with Epoch, to the detriment (or at the expense) of Epoch or any Business Associate. You are prohibited from taking for yourself opportunities that are discovered through the use of Company property or information or through your position with Epoch, without the consent of Epoch's Code of Ethics Contact Person.

9. Prohibition on Illegal Payments

You and your Family Members are prohibited from, directly or indirectly, making any illegal payment, offering to make any illegal payment, promising to make any illegal payment, or taking any other unlawful action with respect to any government official, including officials of foreign governments. By way of example, You are prohibited from paying, offering, or promising anything of value to a foreign official, foreign political party, foreign party official, or candidate for foreign office with the intent to influence any act or decision of a foreign official, to induce the official to do or omit to do any act in violation of the official’s lawful duty, or to obtain any improper advantage.

10. Competition and Fair Dealing

Epoch seeks to outperform competitors fairly and honestly through superior performance, and never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, inducing such disclosures by past or present employees of other companies, or engaging in any unlawful competitive practices is prohibited. You should respect the rights of and deal fairly with Epoch's clients, suppliers, competitors, and employees. You are prohibited from taking unfair advantage of any person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional, unfair-dealing practice.

11. Preferential Treatment and Gifts & Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. You shall not offer or provide a business gift or entertainment unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any applicable laws or regulations. If You are uncertain whether a business gift or entertainment is inappropriate, You should seek guidance from your supervisor or the Code of Ethics Contact Person. Additional policies with respect to the giving and receipt of gifts are contained in Epoch’s Compliance Policies and Procedures Manual.

12. Corporate Books and Records

You must ensure that all of Epoch's documents that You are responsible for in the normal course of your duties are completed accurately, truthfully, in a timely manner and properly authorized.

All of Epoch’s books, records, accounts, and financial statements must be maintained in reasonable detail, appropriately reflect the Company’s transactions, conform to applicable legal requirements, must be recorded in compliance with all applicable laws and accounting practices and in accordance with the United States' generally accepted accounting principles designated by Epoch, and be accurately maintained in accordance with the Company’s system of internal controls. The making of false or misleading entries, records or documentation is strictly prohibited.

Ensuring accurate and complete business and financial records is everyone’s responsibility, not just the obligation of accounting and finance personnel. Accurate recordkeeping and reporting reflects on Epoch’s reputation and credibility, and ensures that our Company satisfies its legal and regulatory obligations. Always record and classify transactions properly, never falsify any document, and never distort the true nature of any transaction or other company information. You may never create a false or misleading report under Epoch's name. In addition, no payments or established accounts shall be used for any purpose other than as described by their supporting documentation. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

You may not take any action to defraud, influence, coerce, manipulate or mislead any other officer, director or employee of Epoch or any external auditor or legal counsel for Epoch for the purpose of rendering the books, records or financial statements of Epoch incorrect or misleading.

Errors, or possible errors or misstatements in Epoch's books and records should be brought to the attention of the Code of Ethics Contact Person promptly upon discovery thereof. The Code of Ethics Contact Person shall promptly inform the Chief Financial Officer of any such error or misstatement.

You are expected to cooperate fully with Epoch's internal auditors and external auditors. You shall not impede or interfere with the financial statement audit process.

13. Document Retention

The Company seeks to comply fully with all laws and regulations relating to the retention and preservation of records. You shall comply fully with the Company’s policies or procedures regarding the retention and preservation of records. Under no circumstances may Company records be destroyed selectively or maintained outside Company premises or designated storage facilities. Specific document retention policies are contained in the Compliance Policies and Procedures Manual.

Where there is actual or potential litigation or reasonable likelihood of an external investigation, Epoch may determine that it is necessary to preserve information relating to the matter, such as emails and other documents that might otherwise be deleted in the ordinary course of business. If You become aware of any actual or potential litigation, subpoena, or other legal proceeding involving Epoch, you should notify the Chief Compliance Officer immediately, so that the Company may determine what additional document preservation may be necessary. You are expected to comply with any document retention or preservation instructions that you receive from the Compliance Department.

14. Non-Disclosure of Information

Neither You nor your Family Members shall discuss, or inform others about, any actual or contemplated business transaction by a Business Associate or the Company except in the performance of your employment duties or in an official capacity and then only for the benefit of the Business Associate or the Company, as appropriate. In no event should you discuss, or inform others about, any actual or contemplated business transaction by a Business Associate or the Company in violation of applicable law.

15. Guarding of Corporate Assets

You have a duty to safeguard Company assets, including its physical premises and equipment, records, customer information and Company trademarks, trade secrets and other intellectual property. Company assets shall be used for Company business only. Without specific authorization, neither you nor a Family Member may take, loan, sell, damage or dispose of Company property or use, or allow others to use, Company property for any non-Company purposes.

16. Implementation of the Code

While each of us is individually responsible for compliance with the Code, You do have access to a number of resources to assist You in understanding your legal and ethical obligations as an employee of the Company. The Company has the following resources, people and processes in place to answer questions and guide You through difficult decisions.

Code of Ethics Contact Person

The Chief Compliance Officer is the designated Code of Ethics Contact Person for purposes of this Code and shall report directly to the President all material matters arising under this Code. At his discretion, the President will report matters arising under this Code to the Directors or to the Company’s Operating Committee, as may be determined to be appropriate. The Code of Ethics Contact Person is responsible for overseeing, interpreting and monitoring compliance with the Code. Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. If You are unsure of whether a situation violates this Code, You should discuss the situation with your supervisor or the Code of Ethics Contact Person.

Reporting Violations

With regards to reporting violations, please see Section 3. Compliance with Laws, Rules and Regulations.

Investigations of Violations

Reported violations will be promptly and thoroughly investigated and, to the extent possible, treated confidentially. Epoch complies with the law in conducting investigations and Epoch expects that employees will cooperate with lawful investigations and provide truthful information to facilitate an effective investigation.

Amendments to the Code

The Code is updated and maintained on a regular basis. You are required to acknowledge and comply with the Code and all amendments. At a minimum, all employees are required to complete an annual certification through PTCC during Epoch’s annual recertification period.

17. Enforcement

You can expect that Epoch will take appropriate action with respect to any employee, officer, or director who violates, or whose Family Member violates, any provision of this Code. Any alleged violation of the Code shall be reported promptly to the President for his consideration and such action as the President, in its sole judgment, shall deem warranted.

18. Condition of Employment or Service

Compliance with this Code is a condition of your employment. Employee conduct not in accordance with this Code shall constitute grounds for disciplinary action, including, without limitation, termination of employment.

This Code is not an employment contract nor is it intended to be an all-inclusive policy statement on the part of the Company. Epoch reserves the right to provide the final interpretation of the policies contained in this Code as well as the specific procedures contained in memorandums, policies, e-mail or other guidance, which we may from time to time distribute to You. Epoch reserves the right to revise these policies or procedures as deemed necessary or appropriate.

By signing below or completing the certification on PTCC, I acknowledge that I have read Epoch’s Code of Ethics and Business Conduct (a copy of which has been supplied to me and which I will retain for future reference) and agree to comply in all respects with the terms and provisions hereof. I also acknowledge that this Code of Ethics and Business Conduct may be modified or supplemented from time to time and I agree to comply with those modifications and supplements as well.

__________________________ ________________________________

Print Name Signature

__________________________

Date

Exhibit A – Personal Trading Procedures

1. Requirements Applicable to Personal Trading Activity

Epoch has adopted the following procedures concerning the pre-clearance and periodic reporting of transactions and accounts for all Access Persons (as defined below). TD Directors (as defined below), shall not be required to adhere to such pre-clearance or reporting requirements since TD Directors do not have access to non-public information regarding client purchases or sales, have no access to portfolio holdings and are not involved in securities recommendations to clients. The Chief Compliance Officer shall, on an annual basis, meet with the TD Directors in person and discuss and confirm that each of them will abide by these policies.

Definitions of Terms Used

"Access Persons": for purposes of personal trade reporting and pre-clearance includes all Epoch employees, including certain temporary employees and consultants who reside on Epoch premises.

"Approving Official" for a personal trade pre-clearance request is the Code of Ethics Contact Person, or in his or her absence the Compliance Officer or other personnel as may be appointed from time-to-time. At no time may an individual who may otherwise serve as an Approving Official also be the Approving Official for a pre-clearance request for their own personal trade or for the personal trade of their Family Members.

"Beneficial ownership" of a Security (as defined below) is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider themselves the beneficial owner of any securities in which he has a direct or indirect pecuniary interest. In addition, a person should consider themselves the beneficial owner of securities held by his or her spouse, his or her dependent children, a relative who shares his or her home, or other persons by reason of any contract, arrangement, understanding or relationship that provides them with sole or shared voting or investment power.

"Client Account" means any account which receives investment advisory services from Epoch for a fee.

"Code of Ethics Contact Person" shall mean the Chief Compliance Officer or such person or persons as may be from time to time designated.

"Employee-Related Account" is any personal brokerage account or any other account in which You or a Family Member has a direct or indirect pecuniary interest and over which You or a Family Member exercises any control or influence and can transact in Reportable Securities or securities. For example, an "Employee-Related Account" includes any account of your Immediate Family Members, but excludes any such account over which neither You nor your Immediate Family Members exercises control or influence (i.e., an account over which some other third person or entity exercises exclusive discretionary authority).

"Immediate Family Member" includes the spouse (or life partner) and children of You and any relative (by blood, marriage or adoption) of You residing in the same household as You.

"Investment Person" or "Investment Personnel" means all officers, directors or employees who occupy the position of portfolio manager (or who serve on an investment committee that carries out the portfolio management function) with respect to any Client Accounts and all officers, directors or employees who provide or supply information and/or advice to any portfolio manager (or committee), or who execute or help execute any portfolio managers (or committees) decisions, and all officers, directors or employees who, in connection with their regular functions, obtain contemporaneous or advance information regarding the purchase or sale of a Security by or for any Client Accounts.

"New Idea Research Monitor List" means the list of securities maintained by Investment Personnel that may lead to investments for Client Accounts.

"Operating Committee" means the Operating Committee of Epoch which meets periodically and is responsible for implementation of Epoch's business strategy.

"Purchase or sale of a Security" includes, among other things, the writing of an option to purchase or sell a Security.

"Reportable Security" shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers acceptances, bank certificates of deposit, commercial paper and registered, open-end mutual funds other than those open-end mutual funds advised by Epoch. For the sole purpose of this policy, the term "Reportable Security" shall also include all exchange-traded funds ("ETFs"), exchange-traded notes, closed-end funds, and index or ETF derivatives.

"Security¹

¹ "Security" may also include certain assets that are issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (“Digital Assets”). A Digital Asset is likely to be considered a Security if it is offered and sold as an investment contract. On April 3, 2019, the SEC published a framework for investment contract analysis of Digital Assets: . Generally, virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of certain types of initial coin offerings ("ICOs"). For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not to be considered Securities. Any questions about whether an instrument is a security for purposes of the Federal Securities Laws should be directed to the CCO or the Code of Ethics Contact Person.

" is defined by the SEC broadly to include stocks, bonds, certificates of deposit, options, interests in private placements, futures contracts on other securities, participations in profit-sharing agreements, and interests in oil, gas, or other mineral royalties or leases, among other things. "Security" is also defined to include any instrument commonly known as a security.

A "Security held or to be acquired by a Client Account" means any Security which, within the most recent fifteen days: (i) is or has been held by a Client’s Account; or (ii) is being or has been considered by Epoch for purchase within a Client’s Account.

A Security is "being purchased or sold by a Client Account" from the time when a purchase or sale order has been communicated to the person who places the buy and sell orders for Client Accounts until the time when such order has been fully completed or terminated.

"TD Director" refers to those directors who are non-employee directors of Epoch

"You" means all Access Persons.

Prohibited Activities and Transactions

You and your Family Members, with respect to a Security held or to be acquired by a Client Account and with respect to a Security being purchased or sold by a Client Account, are prohibited from:

· Short selling securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Entering into any contract or series of contracts that create a short sale of TD, TD Ameritrade or other TD Restricted Securities.

· Trading in put or call options on securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Trading in units or shares in TD mutual funds or pooled funds in any manner that is not consistent with the best interests of other unit holders.

· Certain Access Persons may from time to time be subject to blackout periods restricting the ability to purchase or sell securities issued by TD, TD Ameritrade or other TD Restricted Securities.

· Acquiring securities as part of an initial public offering by an issuer.

· Trading in securities that are on the Epoch restricted list or Epoch's New Idea Research Monitor List without approval of the Code of Ethics Contact Person.

· Employing any device, scheme or artifice to defraud a Client.

· Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

· Engaging in any act, practice or course of business which would operate as a fraud or deceit upon a Client.

· Engaging in any manipulative practice with respect to a Client.

Same Direction Transactions

Subject to the pre-clearance procedures below, neither you nor your Family Members may purchase or sell, directly or indirectly, any Reportable Security during the time¹

¹ Applies to personal trades within a permitted daily trading window in securities where Epoch has active open orders.

that the same (or a related) Reportable Security is being purchased or sold by a Client Account where You or your Family Member’s trade is on the same side (purchase or sale) as the trade for the Client Account.

Opposite Direction Transactions

Subject to the pre-clearance procedures below, neither You nor your Family Members may purchase or sell, directly or indirectly, any Security within 7 calendar days after the time that the same (or a related) Security is being purchased or sold by a Client Account where your trade or your Family Member’s trade is on the opposite side (purchase or sale) as the trade in the Client Account. The determination of whether a Client Account has transacted within 7 calendar days shall be made at the time the Access Person requests pre-clearance. In limited circumstances, where subsequent to execution of your or your Family Member’s trade, Epoch receives an additional Client or new assets which would necessitate the purchase or sale of the same security such a personal trade will not be considered a violation of this prohibition. Furthermore, subject to the discretion of the Code of Ethics Contact person, certain de minimis transactions may be approved and not be considered a violation of this section of the Code. For purposes of this section de minimis is defined to include purchases or sales of up to 1,000 shares of a Security if the issuer has a market capitalization of over $1 billion.

Holding Period

Neither You nor your Family Member shall sell a Security or cover a short sale within 30 days of acquiring that Security or short sale other than non-broad based ETFs, or ETF derivative for which a 7 day holding period applies, except in the case of involuntary transactions, such as in connection with a reorganization or other extraordinary transactions requiring the surrender or exchange of securities, or upon

the prior written consent of an Approving Official for good cause shown. You or your Family Member must adhere to the stated holding period irrespective of taxable lots.

Limitation on the Number of Pre-Clearance Requests

You and your Family Members are limited to a maximum of fifteen (15) pre-clearance requests per quarter. Exceptions to this restriction will be considered in hardship situations and at the discretion of the President and Chief Compliance Officer.

Pre-Clearance of Reportable Securities Transactions in Employee-Related Accounts

Neither You nor your Family Member may place an order for the purchase or sale of any Reportable Security (including a private placement) for an Employee-Related Account until the transaction has been approved by an Approving Official in accordance with the following procedures.

When either You or your Family Member wishes to complete a transaction in an Employee-Related Account, You must submit electronically a pre-clearance request through the PTCC between the hours of 10:00 a.m. and 3:30 p.m. EST. Your pre-clearance request will be routed electronically to the Epoch trading desk who will review the electronic request and determine whether Epoch is active in the Security in which you have requested approval. Once approved by the trading desk, the pre-clearance request will be sent electronically to the Code of Ethics Contact Person and other designated Approving Officials. Approval or denial of that request is then made by the Code of Ethics Contact person or in their absence an Approving Official. Once the Code of Ethics Contact person or an Approving Official has approved or denied the trade request, You will receive electronic notification from PTCC. In limited circumstances, an Approving Official or a designee may waive the requirement that a Pre-Clearance Request Form be electronically submitted on or before the date of the proposed transaction, provided that:

· You communicate orally or via e-mail the required information and make the required representations to the Approving Official or a designee on or before the date of the proposed transactions;

· The Approving Official or a designee makes a written record of the same; and

· You submit a pre-clearance request through PTCC by the end of the same trading day as your verbal or email pre-clearance request.

By submitting an electronic pre-clearance request through PTCC, You represent that to the best of your knowledge and belief, and after due inquiry, neither You nor your Family Member is in possession of any material, nonpublic information concerning the Security proposed to be bought or sold, and the proposed transaction is not otherwise prohibited by the Code or these procedures.

An Approving Official will base their decision to approve or disapprove a Pre-Clearance Request on the following factors:

· The general policies set forth in the Code and these procedures;

· The requirements under federal and state laws, rules, and regulations as they may apply to the proposed transaction;

· The timing of the proposed transaction in relation to transactions or contemplated transactions for any Client Accounts; and

· The nature of the securities and the parties involved in the proposed transaction.

Any approval of a proposed transaction is effective for the proposed transaction date only and is subject to the conditions, if any, specified by the Approving Official. A breach of any of the above procedures may, depending upon the circumstances, subject you to sanctions, up to and including termination of employment.

Investment Personnel, before acting on personal investment opportunities, must share all personal trading ideas with the Portfolio Manager, in each respective strategy, so the Portfolio Manager can determine whether the investment opportunity may be appropriate for Client accounts. The Compliance Department monitors all employees' trading and provides periodic reports to all Portfolio Managers regarding the volume and nature of Investment Personnel transactions.

For the avoidance of confusion, the pre-clearance requirements shall not apply to the following transactions:

· Purchases and sales of any Security by TD Directors;

· Purchases and sales of shares of open-end mutual funds not managed by Epoch;

· Purchases that are part of an automatic purchase plan, such as an automatic dividend reinvestment plan or a plan to purchase a fixed number of shares or face value per month (e.g. purchases of an Epoch sub-advised mutual fund as part of an on-going payroll contribution (401(k) Plan) do not require pre-clearance. However, your initial purchase of shares of an Epoch sub-advised mutual fund in the 401(k) plan requires pre-clearance as does any rebalancing You make which results in the purchase or sale of shares of an Epoch sub-advised fund within the 401(k) plan);

· Purchases and sales of fixed income securities issued, guaranteed or sponsored by a government member of the Organization of Economic Co-Operation and Development ("OECD'');

· Purchases and sales that are involuntary (e.g., stock splits, tender offers, and share buy-backs);

· Acquisitions of securities through inheritance;

· Purchases and sales in any account over which neither You nor your Family Member has direct or indirect influence or control over the investment or trading of the account (e.g., an account managed on a discretionary basis by an outside portfolio manager, including a "Blind Trust"); and,

· Purchases and sales of certain broad-based ETFs described in PTCC, as amended from time-to-time.

Furthermore, subject to the discretion of the Code of Ethics Contact person, a supplementary review of Investment Personnel transactions may be conducted.

Reporting Requirements Applicable to Employee-Related Accounts

Neither You nor your Family Members are permitted to maintain Employee-Related Accounts, at a domestic or foreign broker-dealer, investment adviser, bank, or other financial institution without the approval of the Code of Ethics Contact Person. All Employee-Related Accounts must be maintained at broker-dealers or financial institutions that provide Epoch with duplicate copies of all confirmations and periodic statements for such accounts. In addition, many broker-dealers supply account information in real time to the Code of Ethics Contact Person. Within 10 days of beginning your employment with Epoch, you must log into the PTCC system and disclose all Employee-Related Accounts and the Reportable Securities held in those accounts. The information must be no more than 45 days old prior to becoming a director, officer, or employee of Epoch.

In addition to electronic feeds with PTCC, you are required to send to the broker-dealer or financial institution carrying each Employee-Related Account a letter authorizing and requesting that it forward duplicate confirmations of all trades and duplicate periodic statements, as well as any other information or documents as an Approving Official may request, directly to Epoch. A form letter drafted for this purpose may be obtained from the Code of Ethics Contact Person.

You are required to obtain pre-approval, through PTCC when You or a Family Member wish to open a new Employee-Related Account.

You shall certify your securities transactions and your Family Member’s Reportable Securities transactions during each quarter within ten (10) days of quarter-end and Reportable Security holdings and Employee-Related Accounts as of December 31^st of each year within ten (10) days of year-end via PTCC. With respect to an employee's Epoch 401(k) plan account, employees are not required to report transactions in their quarterly transaction certification or update holdings in their Epoch 401(k) annually. Epoch maintains the 401(k) accounts in PTCC on behalf of all employees.

All new employees receive a username and password in order to access PTCC and are required to enter all accounts and securities in the system, including 401(k) or other retirement accounts from prior employers within 10 days of the commencement of their employment.

Access to information submitted pursuant to these procedures will be restricted to those persons who are assigned by Epoch to perform the review functions, and all such materials will be kept confidential, subject to the rights of inspection by the Board of Directors of Epoch, Epoch’s Operating Committee or their designee, and governmental bodies authorized by law to obtain such access.

Appendix B - Initial Certification¹

¹ Full time employees are generally required to complete an initial certification of the Code in a substantially similar format online.

I certify that:

· I have read and understand the Epoch Investment Partners, Inc. ("Epoch") Personal Trading Procedures, as outlined in the Code of Ethics and Business Conduct, and recognize that I am subject to its requirements.

· I have disclosed or reported all personal Reportable Securities holdings information on Compliance Science Personal Trading Control Center ("PTCC") in which I or a Family Member has a Beneficial Interest, including all Employee-Related Accounts as defined in the Personal Trading Procedures, as of the date I became a director, officer, or employee of Epoch. I have also reported the name(s) of each person or institution managing any account (or portion thereof) for which I or my Immediate Family Members have no direct or indirect influence or control over the investment or trading of the account.

· I understand that Epoch will monitor securities transactions and holdings in order to ensure compliance with the Code and the Personal Trading Procedures. I also understand that personal trading information will be made available to any regulatory or self-regulatory organization to the extent required by applicable law or regulation.

· For the purpose of monitoring securities transactions and holdings information under the Epoch Personal Trading Procedures, I confirm that I will instruct all financial institutions to provide copies of trade confirmation and periodic statements, subject to these procedures. This covers my current Employee-Related Accounts and accounts that will be opened in the future during my employment with Epoch.

· I understand that any circumvention or violation of the Epoch Personal Trading Procedures will lead to disciplinary and/or legal actions, including up to and including termination of employment.

· I understand that I have to pre-clear any additions and report deletions or changes with respect to my Employee-Related Accounts.

__________________________ ________________________________

Print Name Signature

__________________________

Date

EX-99.P CODE ETH 13 ex99pcodeeth-4.htm WELLINGTON COE

Exhibit (p)(7)

WELLINGTON

MANAGEMENT^{^®}


	Code of Ethics

	Personal investing
	Gifts and entertainment
	Outside activities
	Client confidentiality

1 June 2020

The reputation of a thousand years may be determined by the conduct of one hour.

– Ancient proverb

A message from our CEO

Brendan J. Swords

Chairman and Chief Executive Officer

Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.


Sincerely,


Brendan J. Swords
Chief Executive Officer


Contents

Standards of conduct	1
Who is subject to the Code of Ethics?	1


Personal investing	2
Which types of investments and related activities
are prohibited?	2
Which investment accounts must be reported?	3
What are the reporting responsibilities for all personnel?	4
What are the preclearance responsibilities for all personnel?	5
What are the additional requirements for investment professionals?	6
Gifts and entertainment	7
Outside activities	8
Client confidentiality	8
How we enforce our Code of Ethics	8
Exceptions from the Code of Ethics	9
Closing	9


Wellington Management Code of Ethics	1

Standards of conduct

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.


	1.	WE ACT AS FIDUCIARIES TO OUR CLIENTS. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.


	2.	WE ACT WITH INTEGRITY AND IN ACCORDANCE WITH BOTH THE LETTER AND THE SPIRIT OF THE LAW. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

Who is subject to the Code of Ethics?

Our Code of Ethics applies to all employees of Wellington Management and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm’s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.

For additional information regarding our Code of Ethics Policy refer to the Guide to Our Policy document available on the firm’s Intranet.


Wellington Management Code of Ethics	2

Personal investing

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

WHICH TYPES OF INVESTMENTS AND RELATED ACTIVITIES ARE PROHIBITED?

Our Code of Ethics prohibits the following personal investments and investment-related activities:


	·	Purchasing or selling the following:


	-	Initial public offerings (IPOs) of any securities


	-	Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled


	-	Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation


	-	Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting


	-	Securities that are the subject of a firmwide restriction


	-	Single-stock futures


	-	Options with an expiration date that is within 60 calendar days of the transaction date


	-	Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades


	-	Securities of any securities market or exchange on which the firm trades on behalf of clients


	·	Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer


	·	Taking a profit from any trading activity within a 60 calendar day window


	·	Using a derivative instrument to circumvent a restriction in the Code of Ethics

Short-term trading

You are prohibited from profiting from purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.


Wellington Management Code of Ethics	3

WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,

AND

that holds or is capable of holding any of the following covered investments:


	·	Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)


	·	Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)


	·	Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management


	·	Shares of exchange-traded funds (ETFs)


	·	Shares of closed-end funds


	·	Options on securities


	·	Securities futures


	·	Interest in private placement securities (other than Wellington Management sponsored products)


	·	Shares of funds managed by Wellington Management (other than money market funds)

Please see Appendix A for a detailed summary of reporting requirements by security type.

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

Accounts not requiring reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:


	·	Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee


	·	Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.


Wellington Management Code of Ethics	4

Managed account exemptions

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution.

Designated Brokers For US Reportable Accounts

US-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.

New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.

WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?

Initial and annual holdings reports

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

Non-volitional transactions include:

Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions

Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

Quarterly transactions reports

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

Duplicate statements and trade confirmations

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management.


Wellington Management Code of Ethics	5

WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?

Preclearance of publicly traded securities

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

Caution on short sales, margin transactions, and options

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 7). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

Preclearance of private placement securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:


	·	an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and


	·	you are being offered the opportunity due to your employment at or association with Wellington Management.

Investments in our own privately offered investment vehicles (our Sponsored Products), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds, have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.


Wellington Management Code of Ethics	6

WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio manager, backup portfolio manager, investment team member), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.


	·	INVESTMENT PROFESSIONAL BLACKOUT PERIODS — You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find

yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.


	·	SHORT SALES BY AN INVESTMENT PROFESSIONAL — An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.


Wellington Management Code of Ethics	7

Gifts and entertainment

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

ACCEPTING GIFTS — You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

ACCEPTING BUSINESS MEALS — Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.

ACCEPTING ENTERTAINMENT OPPORTUNITIES — The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

1. A representative of the hosting organization must be present;

2. The primary purpose of the event must be to discuss business or to build a business relationship;

3. You must receive prior approval from your business manager;

4. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and

5. For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:

· the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),

· you wish to accept more than one ticket, or

· the host has invited numerous Wellington Management representatives.

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present.

LODGING AND AIR TRAVEL — You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.


Wellington Management Code of Ethics	8

SOLICITING GIFTS, ENTERTAINMENT OPPORTUNITIES, OR CONTRIBUTIONS — In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

SOURCING ENTERTAINMENT OPPORTUNITIES — You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

Outside activities

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

Client confidentiality

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

How we enforce our Code of Ethics

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.


Wellington Management Code of Ethics	9

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

· a warning

· referral to your business manager and/or senior management

· reversal of a trade or the return of a gift

· disgorgement of profits or of the value of a gift

· a limitation or restriction on personal investing

· termination of employment

· referral to civil or criminal authorities

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

Exceptions from the Code of Ethics

The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare.

Closing

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.


Wellington Management Code of Ethics	10

APPENDIX A – PART 1

No Preclearance or Reporting Required:

Open-end investment funds not managed by Wellington Management¹

Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management

Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom

Cash

Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents²

Bankers’ acceptances, CDs, commercial paper

Wellington Trust Company Pools

Wellington Sponsored Hedge Funds

Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives

Options, forwards, and futures on commodities and foreign exchange, and associated derivatives

Transactions in approved managed accounts

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

Open-end investment funds managed by Wellington Management¹ (other than money market funds)

Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management

Futures and options on securities indices

ETFs listed in Appendix A – Part 2 and derivatives on these securities

Gifts of securities to you or a reportable account

Gifts of securities from you or a reportable account

Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

Preclearance and Reporting of Securities Transactions Required:

Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

Stock (common and preferred) or other equity securities, including any security convertible into equity securities

Closed-end funds

ETFs not listed in Appendix A – Part 2

American Depositary Receipts

Options on securities (but not their non-volitional exercise or expiration)

Warrants

Rights

Unit investment trusts

Prohibited Investments and Activities:

Initial public offerings (IPOs) of any securities

Single-stock futures

Options expiring within 60 days of purchase

Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

Securities on the firmwide restricted list

Profiting from any short-term (i.e., within 60 days) trading activity

Securities of broker/dealers or their affiliates with which the firm conducts business

Securities of any securities market or exchange on which the firm trades

Using a derivative instrument to circumvent the requirements of the Code of Ethics

Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer

This appendix is current as of 1 June 2020, and may be amended at the discretion of the Ethics Committee.

¹A list of funds advised or subadvised by Wellington Management (“Wellington-Managed Funds”) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.

²If the instrument is unrated, it must be of equivalent duration and comparable quality.


Wellington Management Code of Ethics	11

APPENDIX A — PART 2

ETFs approved for personal trading without preclearance (but requiring reporting)

All regional/country exchange share listings of ETFs listed are also approved


Ticker	Name
United States: Equity
AAXJ	ISHARES MSCI ALL COUNTRY ASIA
ACWI	ISHARES MSCI ACWI INDEX FUND


BRF	MARKET VECTORS BRAZIL SMALL-CA
DIA	SPDR DJIA TRUST ETF
DVY	ISHARES DOW JONES SELECT DIVID
ECH	ISHARES MSCI CHILE INVESTABLE
EEB	GUGGENHEIM BRIC ETF
EEM	ISHARES MSCI EMERGING MARKETS
EFA	ISHARES MSCI EAFE INDEX FUND
EFG	ISHARES MSCI EAFE GROWTH INDEX
EFV	ISHARES MSCI EAFE VALUE INDEX
EPI	WISDOMTREE INDIA EARNINGS FUND
EPP	ISHARES MSCI PAC EX-JAPAN FUND
EWA	ISHARES MSCI AUSTRALIA INDEX FUND
EWC	ISHARES MSCI CANADA INDEX FUND
EWG	ISHARES MSCI GERMANY INDEX FUND
EWH	ISHARES MSCI HONG KONG IDX FUND
EWJ	ISHARES MSCI JAPAN IDX FUND
EWM	ISHARES MSCI MALAYSIA IDX FUND
EWS	ISHARES MSCI SINGAPORE INDEX FUND
EWT	ISHARES MSCI TAIWAN INDEX FUND
EWU	ISHARES MSCI UK INDEX FUND
EWY	ISHARES MSCI SOUTH KOREA INDEX
EZU	ISHARES MSCI EMU INDEX FUND
FXI	ISHARES FTSE CHINA 25 INDEX
GDX	MARKET VECTORS GOLD MINERS
GDXJ	MARKET VECTORS JUNIOR GOLD MIN
IBB	ISHARES BIOTECH INDEX FUND
ICF	ISHARES COHEN & STEERS REALTY
IEV	ISHARES S&P EUROPE 350 INX FUND
IGE	ISHARES S&P GSSI NAT RES INDEX
IJH	ISHARES S&P MIDCAP 400 IDX FUND
IJJ	ISHARES S&P MIDCAP 400/VALUE
IJK	ISHARES SP MCAP 400/BARRA GTH
IJR	ISHARES SP SMALLCAP 600 IDX FUND
IJS	ISHARES S&P SMALLCAP 600/BARRA
IJT	ISHARES SP SMCAP 600/BARRA GTH
ILF	ISHARES S&P LATIN AMER 40 INDEX
INPTF	IPATH MSCI INDIA INDEX ETN
IOO	ISHARES S&P GLOBAL 100 INDEX FUND
IVE	ISHARES SP 500/BARRA VALUE
IVV	ISHARES S&P 500 INDEX FUND
IVW	ISHARES S&P 500/BARRA GRTH INDEX
IWB	ISHARES RUSSELL 1000 INDEX
IWD	ISHARES RUSSELL 1000 VALUE INDEX
IWF	ISHARES RUSSELL 1000 GROWTH


IWM	ISHARES RUSSELL 2000 INDEX
IWN	ISHARES RUSSELL 2000 VALUE
IWO	ISHARES RUSSELL 2000 GROWTH
IWP	ISHARES RUSSELL MIDCAP GROWTH
IWR	ISHARES RUSSELL MIDCAP INDEX FUND
IWS	ISHARES RUSSELL MIDCAP VALUE I
IWV	ISHARES RUSSELL 3000 INDEX
IXC	ISHARES S&P GLOBAL ENERGY SECT
IYR	ISHARES DOW JONES US RE INDEX
IYW	ISHARES DJ US TECH SECTOR INDEX
MDY	SPDR S&P MIDCAP 400 ETF TRUST
MOO	MARKET VECTORS–AGRI
OEF	ISHARES S&P 100 INDEX FUND
PBW	POWERSHARES WILDERHILL CLEAN E
PFF	ISHARES S&P US PREFERRED STOCK
PGX	POWERSHARES PREFERRED PORTFOLI
PHO	POWERSHARES GLOBAL WATER PORTF
QID	PROSHARES ULTRASHORT QQQ
QLD	PROSHARES ULTRA QQQ
QQQ	POWERSHARES QQQTRUST
RSP	RYDEX S&P EQUAL WEIGHT
RSX	MARKET VECTORS RUSSIA ETF
RWM	PROSHARES SHORT RUSS
RWR	SPDR DOW JONES REIT ETF
RWX	SPDR DJ INTL REAL ESTATE


Wellington Management Code of Ethics	12


Ticker	Name
SCZ	ISHARES MSCI EAFE SMALL CAP INDEX
SDS	PROSHARES ULTRASHORT S&P500
SDY	SPDR DIVIDEND ETF
SH	PROSHARES SHORT S&P500
SKF	PROSHARES ULTRASHORT FINANCIAL
SPY	SPDR S&P 500 ETF TRUST
SRS	PROSHARES ULTRASHORT REAL ESTATE
SSO	PROSHARES ULTRA S&P500
TWM	PROSHARES ULTRASHORT RUSS2000
UWM	PROSHARES ULTRA RUSSELL
UYG	PROSHARES ULTRA FINANCIALS
VB	VANGUARD SMALL-CAP VIPERS
VBK	VANGUARD SMALL-CAP GROWTH VIPE
VBR	VANGUARD SMALL-CAP VALUE VIPER
VEA	VANGUARD MSCI EAFE ETF


VEU	VANGUARD FTSE ALL-WORLD EX-US
VGK	VANGUARD MSCI EURO ETF
VIG	VANGUARD DIVIDEND APPRECIATION
VNQ	VANGUARD REIT VIPERS
VO	VANGUARD MID-CAP VIPERS
VOO	VANGUARD S&P 500 ETF
VPL	VANGUARD MSCI PACIFIC ETF
VTI	VANGUARD TOTAL STOCK MARKET
VTV	VANGUARD VALUE VIPERS
VUG	VANGUARD GROWTH VIPERS
VV	VANGUARD LARGE-CAP VIPERS
VWO	VANGUARD MSCI EM MAR
VXUS	VANGUARD INTERNATIONAL STOCK ETF
VXX	IPATH S&P 500 VIX
XLB	MATERIALS SEL SECTOR SPDR FUND
XLE	ENERGY SELECT SECTOR SPDR FUND
XLF	FINANCIAL SEL SECTOR SPDR FUND
XLI	INDUSTRIAL SELECT SECTOR SPDR
XLK	TECHNOLOGY SELECT SECTOR SPDR
XLP	CONSUMER STAPLES SELECT SPDR
XLU	UTILITIES SELECT SECTOR SPDR
XLV	HEALTH CARE SELECT SECTOR SPDR
XLY	CONSUMER DISCRETIONARY SPDR
XME	SPDR S&P METALS & MINING ETF
XOP	SPDR S&P OIL & GAS EXPL AND PROD

United States: Fixed Income
AGG	ISHARES BARCLAYS AGGREGATE
BIV	VANGUARD INTERMEDIATE-TERM BON
BND	VANGUARD TOTAL BOND MARKET
BOND	PIMCO TOTAL RETURN BOND ETF
BSV	VANGUARD SHORT-TERM BOND ETF
BWX	SPDR BARCLAYS INT TREA BND ETF
BZF	WISDOMTREE DREYFUS BRAZILIAN REAL FUND
CYB	WISDOMTREE DREYFUS CHINESE YUA
ELD	WISDOMTREE EMERGING MARKETS LO
EMB	JPM EMERGING MARKETS BOND ETF
HYG	ISHARES IBOXX $ HIGH YIELD COR
IEF	ISHARES BARCLAYS 7-10 YEAR
IEI	ISHARES BARCLAYS 3-7 YEAR TREAS
JNK	SPDR BARCLAYS HIGH YIELD BOND
LQD	ISHARES IBOXX INVESTMENT GRADE
MBB	ISHARES MBS BOND FUND
MUB	ISHARES S&P NATIONAL MUNICIPAL


PCY	POWERSHARES EM MAR SOV DE PT
PST	PROSHARES ULTRASHORT LEH 7
SHY	ISHARES BARCLAYS 1-3 YEAR TREA
TBF	PROSHARES SHORT 20+ TREASURY
TBT	PROSHARES ULTRASHORT LEHMAN
TIP	ISHARES BARCLAYS TIPS BOND FUND
TLT	ISHARES BARCLAYS 20+ YEAR TREAS
VCSH	VANGUARD SHORT-TERM CORPORATE


Wellington Management Code of Ethics	13


Ticker	Name
United States: Commodity Trusts and ETNs
AMJ	JPMORGAN ALERIAN MLP INDEX ETN
CORN	CORN ETF
COWTF	IPATH DJ-UBS LIVESTOCK SUBINDX
DBA	POWERSHARES DB AGRICULTURE FUND
DBB	POWERSHARES DB BASE METALS FUND
Ticker	Name
DBC	DB COMMODITY INDEX TRACKING FUND
DBE	POWERSHARES DB ENERGY FUND
DBO	POWERSHARES DB OIL FUND
DBP	POWERSHARES DB PRECIOUS METALS
DGZ	POWERSHARES DB GOLD SHORT ETN
DJP	IPATH DJ-UBS COMMIDTY
DNO	UNITED STATES SHORT OIL FUND L
GAZZF	IPATH DJ-UBS NAT GAS SUBINDEX
GLD	SPDR GOLD SHARES
GLL	PROSHARES ULTRASHORT GOLD
GSG	ISHARES S&P GSCI COMMODITY INDEX
JJATF	IPATH DJ-UBS AGRICULTURE SUBINDEX
JJCTF	IPATH DJ-UBS COPPER SUBINDEX
JJETF	IPATH DJ-UBS ENERGY SUBINDEX
JJGTF	IPATH DJ-UBS GRAINS SUBINDEX
JJMTF	IPATH DJ-UBS INDUSTRIAL METALS
JJNTF	IPATH DJ-UBS NICKEL SUBINDEX
JJSSF	IPATH DJ-UBS SOFTS SUBINDEX
JJUFF	IPATH DJ-UBS ALUMINUM SUBINDEX
SGGFF	IPATH DJ-UBS SUGAR SUBINDEX TR
SLV	ISHARES SILVER TRUST
UCO	PROSHARES ULTRA DJ-UBS CRUDE
UGA	UNITED STATES GASOLINE FUND LP
UGL	PROSHARES ULTRA GOLD
UHN	UNITED STATES HEATING OIL LP


UNG	UNITED STATES NATL GAS FUND LP
USO	UNITED STATES OIL FUND LP
ZSL	PROSHARES ULTRASHORT SILVER

United States: Currency Trusts
DBV	POWERSHARES DB G10 CURRENCY HA
EUO	PROSHARES ULTRASHORT EURO
FXA	CURRENCYSHARES AUD TRUST
FXB	CURRENCYSHARES GBP STERL TRUST
FXC	CURRENCYSHARES CAD
FXE	CURRENCYSHARES EURO TRUST
FXF	CURRENCYSHARES SWISS FRANC
FXM	CURRENCYSHARES MEXICAN PESO
FXS	CURRENCYSHARES SWEDISH KRONA
FXY	CURRENCYSHARES JPY TRUST
UDN	POWERSHARES DB US DOLLAR IND
UUP	POWERSHARES DB US DOL IND BU
YCS	PROSHARES ULTRASHORT YEN


Australia: Equity
STW. AX	SPDR S&P/ASX 200 FUND

England: Equity
EUN.L	ISHARES STOXX EUROPE 50
IEEM.L	ISHARES MSCI EMERGING MARKETS
FXC.L	ISHARES FTSE CHINA25
IJPN.L	ISHARES MSCI JAPAN FUND
ISF. L	ISHARES PLC- ISHARES FTSE 100
IUSA.L	ISHARES S&P 500 INDEX FUND
IWRD.L	ISHARES MSCI WORLD

England: Fixed Income
IEBC.L	ISHARES BARCLAYS CAPITAL EURO

Hong Kong: Equity
2800 HK	TRACKER FD OF HONG KONG
2823 HK	ISHARES FTSE/ XINHUA A50 CHINA
2827 HK	BOCI-PRUDENTIAL – W.I.S.E. - C
2828 HK	HANG SENG INVESTMENT INDEX FUND
2833	HANG SENG INVESTMENT INDEX FUND


HK

Hong Kong: Fixed Income
2821 HK	ABF PAN ASIA BOND INDEX FUND

Japan: Equity
1305.T	DAIWA ETF – TOPIX
1306.T	NOMURA ETF – TOPIX
1308.T	NIKKO ETF – TOPIX
1320.T	DAIWA ETF – NIKKEI 225
1321.T	NOMURA ETF – NIKKEI 225
1330.T	NIKKO ETF – 225

This appendix is current as of 1 June 2020, and may be amended at the discretion of the Ethics Committee


		Nuveen Compliance \| 13 August 2020

Code of Ethics

SUMMARY AND SCOPE

What the Code is about

Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

This Code applies to individuals in the following categories:


	•	Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who are based outside of Portland, Oregon).


	•	Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc.


	•	Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise.


	•	TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office.

Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one.

For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person.

ACCESS PERSON

INVESTMENT PERSON

An Access Person who meets any of the following criteria will in addition be considered an Investment Person:


	•	The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities in any Affiliate-Advised Account or Portfolio.


	•	The Access Person has been designated an Investment Person by the Nuveen Ethics Office.

Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveen’s affiliated investment advisers.

The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person.

WHO TO CONTACT

Nuveen Ethics Office (Americas)

Hotline: 1 800 842 2733 extension 22-5599

nuveenethicsoffice@nuveen.com


Code of Ethics	Page 2 of 8

Important to understand

Because Nuveen can restrict your trading or take actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks.

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction.

The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator).

TERMS WITH SPECIAL MEANINGS

Within this policy, these terms are defined as follows:

Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.

Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by Nuveen.

Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

Code This Code of Ethics.

• Securities Act of 1933.

• Securities Exchange Act of 1934.

• Investment Company Act of 1940.

• Investment Advisers Act of 1940.

• Sarbanes-Oxley Act of 2002.

• Title V of the Gramm-Leach-Bliley Act.

• The Bank Secrecy Act.

• Sibling.

• Child, stepchild, grandchild.

• Parent, stepparent, grandparent.

• In-laws (mother, father, son, daughter, brother, sister).

Independent Director Any director or trustee of an Affiliated Fund who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.


Code of Ethics	Page 3 of 8

TERMS WITH SPECIAL MEANINGS (continued)

Nuveen Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.

Nuveen Employee Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the Nuveen Ethics Office.

Private Placement Any offering exempt from registration under the Securities Act of 1933, such as a private equity investment, hedge fund, or limited partnership.

Reportable Account Any account for which you or a Household Member has Beneficial Ownership AND in which securities can be bought, sold or held. This includes, among others:

• All brokerage, IRA, custodial and trust accounts.

• All Managed Accounts.

• All 529 College Savings Plan accounts.

• Any Nuveen 401(k) plan account.

• Any 401(k) plan account from a previous employer that permits transactions in any Reportable Security.

• Any direct holding in an Affiliated Fund.

• Any health savings account (HSA) that permits the purchase of any security.

• Any employee stock purchase plan (ESPP) or employee stock ownership plan (ESOP).

The following are NOT considered Reportable Accounts:

• Charitable giving accounts.


•	Any 401(k) plan account or any other account held directly with a mutual fund complex or mutual fund-only platform in which open-end, non-Affiliated Funds are the only possible investment.

• Any cash management account with a broker in which a security cannot be purchased or sold.

• Any accounts that can invest only in cryptocurrency such as Bitcoin or Ethereum.

Reportable Security Any security EXCEPT:

• Direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable).

• Certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements).

• Money market funds.

• Open-end funds that are not Affiliated Funds.

• Note that closed-end funds are Reportable Securities.

Reportable Transaction Any transaction involving a Reportable Security EXCEPT:


•	Transactions in Managed Accounts. Section 16 Persons: Transactions involving Nuveen closed-end funds in any of your Managed Accounts are reportable.

• Transactions under an Automatic Investment Plan; note that transactions that override the pre-set schedule or allocation are reportable.

• Dividends

• Interest Accrued

• A director of a public company.

• A designated officer of a public company.

• A person who beneficially owns 10% or more of any class of equity security that is registered under Section 12 of the Exchange Act.

• A portfolio manager of a Nuveen closed-end fund.

Persons subject to Section 16 include portfolio managers of the Nuveen closed-end funds.

GENERAL RESTRICTIONS AND REQUIREMENTS

BASIC PRINCIPLES


1.	Never abuse a client’s trust, rights, or interests.

This means you must never do any of the following:


	•	Engage in any plan or action, or use any device, that would defraud or deceive a client.


	•	Make any material statements of fact that are incorrect or misleading, either as to what they include or omit.


	•	Engage in any manipulative practice.


	•	Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage. This would include, for example, front- running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client’s trading to enhance the value of your personal holdings.


	•	Conduct personal trading in  any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code).


2.	Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.


3.	Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes confidential information related to any of the following:


	•	Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen.

	•	New products, product changes, or business initiatives.


Code of Ethics	Page 4 of 8


	•	Past, current, and prospective clients, including their identities, investments, and account activity.


	“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others.


	This includes:


	•	Making sure no confidential information is visible on your computer screen and desk when you are not there.


	•	Not sharing passwords with others.


	•	Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information.


4.	Handle Material Non-Public Information properly. Follow all of the terms described in “Material Non-Public Information” below. Be aware that any failure to handle such information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.


5.	Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.


6.	Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

PRE-CLEARANCE AND HOLDING REQUIREMENTS


8.	Pre-clear any trade in Reportable Securities, including certain Affiliated Funds (see box on next page for additional information).


	•	Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade.


	•	Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.


	•	Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for an after-hours trading session or in foreign markets using that day’s pre-clearance approval, but you must not place any order that could remain open into the next day’s trading session.


9.	Hold positions in securities that are subject to pre-clearance for 60 calendar days, or be prepared to forfeit any gains. Several things to note:


	•	You may be required to surrender any gains realized (net of commissions) through a violation of this rule.


	•	The 60-day holding requirement is tested on a last- in-first-out basis, across all of your holdings (not just within individual accounts).


	•	The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored closed-end funds are subject to the 60-day holding requirement.


	•	You may sell the security on the 60th day after purchase, provided you obtain pre-clearance or an exemption applies.


	•	You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period.


	•	You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies. If your preclearance has been denied, it is advisable that you contact the Nuveen Ethics Office if you are seeking to sell at a loss within 60 days of your purchase.


10.	Comply with trading restrictions described in the prospectuses for all Affiliated Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund.


11.	Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.


Code of Ethics	Page 5 of 8


12.	Obtain the required approvals before any transaction in a Private Placement. For any private funds advised or sub-advised by Nuveen, you must obtain approval for all transactions (initial investment, subsequent investment, sales/redemptions) except additional capital calls. For all other Private Placements, you must obtain approval for initial and subsequent investments but not sales/redemptions.


	Approval is required even if the investment is made in a Managed Account.


	WHAT NEEDS TO BE PRE-CLEARED


	Pre-clearance required


	•	All actively initiated trades in Reportable Securities, except those listed here under “No pre- clearance required.”


	•	The sale of restricted stock or employee stock options accrued during prior employment or a Household Member’s employment require pre-clearance. If pre- clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.


	Pre-clearance not required


	•	Shares of any open-end mutual fund (including Affiliated Funds).


	•	ETFs, ETNs, UITs (including options on ETFs and ETNs).


	•	CDs and commercial paper.


	•	Securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions.


	•	The automatic exercise or liquidation by an exchange of a derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options.


	•	Sales pursuant to a bona fide tender offer.


	•	Trades made through an Automatic Investment Plan that have been disclosed to the Nuveen Ethics Office in advance.


	•	Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or sub- advised by Nuveen).


	•	Foreign currencies, including futures.


	•	Commodity instruments.


	•	Index options and index futures.


	•	Direct investments in cryptocurrencies.

OTHER RESTRICTIONS


13.	Never knowingly trade any security being traded or considered for trade by any Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre- clearance, and includes equivalent or related securities.


	For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company’s securities.


14.	Always prioritize client trades over personal trades. Your fiduciary duties to the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit.

15.


	•	You may buy or sell (write) uncovered long-term options (those with an expiration of 1 year or more from the date of purchase), subject to the 60-day holding period.


	•	Hedging with puts or with shorts against the box is permitted, subject to the 60-day holding period. This means that options on an underlying position must have an expiration date that satisfies the underlying position’s requirement to be held for at least 60 days. Note that a covered call can be written at the time you acquire the underlying position provided the expiration of the option is 60 days or more from the date you enter into the contract.


16.	Never participate in an investment club or similar entity.


17.	Do not engage in excessive or inappropriate trading activity. Never let personal trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading.


18.	Pre-clear the sale of securities in a margin account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker.


Code of Ethics	Page 6 of 8


19.	Never purchase an IPO without advance approval. This includes Managed Accounts. Equity IPO participation is generally prohibited, but approval may be granted in special circumstances, such as when:


	•	You already have equity in the company and are offered shares.


	•	You are a policy holder or depositor in a company that is demutualizing.


	•	A family member has been offered shares as an employee.


	Purchases of initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, commodity pools, and secondary equity offerings are generally permitted subject to prior approval from the Nuveen Ethics Office.


	MATERIAL NON-PUBLIC INFORMATION


	What is Material Non-Public Information?


	Material Non-Public Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public. Information is material if both of the following are true:


	•	A reasonable investor would likely consider it important when making an investment decision.


	•	Public release of the information would likely affect the price of a security. Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.


	Restrictions and requirements


	•	Any time you think you might have, or may be about to, come into possession of Material Non-Public Information (whether in connection with your position at Nuveen or not), alert the Nuveen Ethics Office. Alternatively, you may alert your local/designated CCO or Legal office, who in turn must promptly notify the Nuveen Ethics Office. Follow the instructions you are given.


	•	Until you receive further instructions from the Nuveen Ethics Office, your local/designated CCO, or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.


	•	Never make decisions on your own regarding potential Material Non-Public Information, including whether such information is actually Material Non-Public Information or what steps should be taken.


	•	If the Nuveen Ethics Office, your local/designated CCO and/or Legal determine that you have Material Non- Public Information:


		–	Do not buy, sell, gift, or otherwise dispose of the issuer’s securities, whether on behalf of an Affiliate-Advised Account or Portfolio, yourself, or anyone else.


		–	Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Material Non- Public Information.


		–	Do not communicate the Material Non-Public Information to anyone, whether inside or outside Nuveen, except in discussions with the Nuveen Ethics Office and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your business unit.


	•	Please refer to Nuveen’s Material Non-Public Information and Insider Trading Policy for detailed information.

REPORTING REQUIREMENTS

UPON BECOMING A NUVEEN EMPLOYEE


20.	Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.


21.	Within 10 calendar days of starting at Nuveen, use PTA to report all of your Reportable Accounts and holdings in Reportable Securities.


	This information must be no older than 45 calendar days before your first day of employment.


	Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). Limited offerings are Reportable Securities.


Code of Ethics	Page 7 of 8

22.


	Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non- approved firm. Examples include:


	•	An account owned by a Household Member who works at another financial firm with comparable restrictions.


	•	An account that holds securities that cannot be transferred.


	•	An account that cannot be moved because of a trust agreement.


	At the discretion of the Nuveen Ethics Office, some consultants and temporary workers may not be required to move or close Reportable Accounts.

WHEN OPENING ANY NEW REPORTABLE ACCOUNT (INCLUDING A MANAGED ACCOUNT)

23.


	Note that if the Managed Account is not maintained at an approved firm, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office, upon request.


24.	Report any new Reportable Account. Do this in PTA within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

EVERY QUARTER

25.

26.

EVERY YEAR


27.	Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and certify in PTA as to your Annual Holdings and Accounts Report.


	The report must contain the information described in item 20 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end.


	If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification.


	In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement.


	You also must acknowledge any amendments to the Code that occur during the course of the year.


Code of Ethics	Page 8 of 8

ADDITIONAL RULES FOR SECTION 16 PERSONS


	•	Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal.


	•	Pre-clear buy/sell transactions involving any Nuveen closed-end funds within your Managed Account(s).


	•	When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in- first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available.


	•	Promptly email details of all executed transactions in these securities to the appropriate contact in Legal.


	•	See the Nuveen Funds Section 16 Policy and Procedures for additional information.


	If you are unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.

CODE ADMINISTRATION

Training

You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.

Exceptions

Monitoring

The Nuveen Ethics Office is responsible for monitoring transactions and holdings for any violations of this Code.

Consequences of violation

Applicable rules

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC.

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