MAINSTAY FUNDS (Form: POS EX, Received: 08/10/2017 12:05:05)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2017

FILE NO. 033-02610

FILE NO. 811-04550

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

			*THE SECURITIES ACT OF 1933*		þ
			Post-Effective Amendment No. 137

AND

REGISTRATION STATEMENT

UNDER

				*THE INVESTMENT COMPANY ACT OF 1940*		þ
				Amendment No. 140

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

	x	immediately upon filing pursuant to paragraph (b) of Rule 485
	¨	on ___________, pursuant to paragraph (b)(1) of Rule 485
	¨	60 days after filing pursuant to paragraph (a)(1) of Rule 485
	¨	on ___________, pursuant to paragraph (a)(1) of Rule 485
	¨	75 days after filing pursuant to paragraph (a)(2) of Rule 485
	¨	on ___________, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

This Post-Effective Amendment designates a new effective date for a previously filed post-effective amendment.

PART C. OTHER INFORMATION

ITEM 28. EXHIBITS

Declaration of Trust

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*

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*

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*

Form of Declaration of Trust as Amended and Restated December 31, 1994 — Previously filed as Exhibit a (4) to Post-Effective Amendment No. 53*

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*

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*

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*

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*

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*

10.

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*

11.

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*

12.

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*

13.

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*

14.

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*

15.

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*

16.

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*

17.

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*

18.

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*

19.

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*

20.

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*

21.

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

22.

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*

23.

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*

24.

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*

25.

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*

26.

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*

27.

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*

28.

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*

29.

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*

30.

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*

31.

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. 121*

32.

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*

33.

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*

34.

Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share (Global High Income and MAP) — Filed herewith

35.

Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (Class T) — Filed herewith

By-Laws

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*

Instruments Defining Rights of Security Holders

See the Declaration of Trust, as amended and supplemented from time to time and the Amended and Restated By-Laws dated December 31, 1994 (See above)

Investment Advisory Contracts

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 — Filed herewith

Subadvisory Agreements

(a)

Amended and Restated Sub-Advisory Agreement between New York Life Investment Management LLC and MacKay Shields LLC dated August 1, 2008 — Previously filed as Exhibit (d)(2)(a) to Post-Effective Amendment No. 97*

Amendment dated October 16, 2009 — Previously filed as Exhibit (d)(2)(1) to Post-Effective Amendment No. 100*

ii.

Amendment dated November 1, 2009 — Previously filed as Exhibit (d)(2)(m) to Post-Effective Amendment No. 100*

iii.

Amendment dated August 1, 2010 (High Yield Corporate Bond Fund) — Previously filed as Exhibit (d) (2)(o) to Post-Effective Amendment No. 107*

iv.

Amendment dated February 28, 2013 (Government Fund) — Previously filed as Exhibit (d)(2)(iv) to Post-Effective Amendment No. 121*

	v.	Amendment dated February 27, 2015 — Filed herewith

	vi.	Amendment dated February 28, 2017 — 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*

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

(c)

Reserved

(d)

Subadvisory Agreement between New York Life Investment Management LLC and Cornerstone Capital Management Holdings LLC dated October 4, 2016 — Previously filed as Exhibit (d)(2)(d) to Post-Effective Amendment No. 135 on February 28, 2017*

Amendment dated February 28, 2017 — Previously filed as Exhibit (d)(4)(a) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

ii.

Amendment dated May 1, 2017 — Previously filed as Exhibit (d)(4)(b) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

iii.

Amendment dated August 4, 2017 — Previously filed as Exhibit (d)(4)(c) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

(e)

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*

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

ii.

Interim Subadvisory Agreement dated January 9, 2017 — Previously filed as Exhibit (d)(2)(b) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017.*

(f)

Assignment and Assumption Agreement between New York Life Investment Management LLC, MacKay Shields LLC and Madison Square Investors LLC dated July 1, 2011 — Previously filed as Exhibit (d)(2)(r) to Post Effective Amendment No. 110*

(g)

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*

(h)

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*

Amendment dated February 28, 2017 — Filed herewith

Underwriting Contracts

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*

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

Bonus or Profit Sharing Contracts — Inapplicable

Custodian Agreements

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*

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*

Other Material Contracts

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*

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*

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*

Amendment dated January 1, 2012 — Previously filed as Exhibit (h)(1)(a)(i) 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*

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

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

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

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

Form of Indemnification Agreement — Previously filed as Exhibit (h)(10) to Post-Effective Amendment No. 80*

Expense Limitation Agreements and Fee Waivers

(a)

Amended and Restated Expense Limitation Agreement dated February 28, 2017 — Previously filed as Exhibit (h)(5)(b) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

(b)

Notice of Fee Waiver (Contractual — Large Cap Growth Fund) dated February 29, 2016 — Previously filed as Exhibit (h)(7)(b) to Post-Effective Amendment No. 129 on February 29, 2016*

(c)

Amended and Restated Expense Limitation Agreement dated May 8, 2017 — Previously filed as Exhibit (h)(5)(d) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

Legal Opinion

Opinion and consent of counsel — N/A

Other Opinions

Consent of Independent Registered Public Accounting Firm — N/A

Omitted Financial Statements — Inapplicable

Initial Capital Agreements — Inapplicable

Rule 12b-1 Plan

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. 80*

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. 80*

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. 80*

Plan of Distribution pursuant to Rule 12b-1 (Class R2 shares) — Previously filed as Exhibit (m)(4) to Post- Effective Amendment No. 80*

Plan of Distribution pursuant to Rule 12b-1 (Class R3 shares) — Previously filed as Exhibit (m)(5) to Post-Effective Amendment No. 129 on February 29, 2016*

Plan of Distribution pursuant to Rule 12b-1 (Investor Class shares) — Previously filed as Exhibit m(6) to Post- Effective Amendment No. 95*

Revised Schedules A (as of February 28, 2013) to the Plans of Distribution pursuant to Rule 12b-1 for Class A shares, Class B shares, Class C shares and Investor Class shares — Previously filed as Exhibit m(7) to Post- Effective Amendment No. 123*

Plan Distribution pursuant to Rule 12b-1 (class T shares) — Previously filed as Exhibit (m)(17) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

Rule 18f-3 Plan — Amended Multiple Class Plan Pursuant to Rule 18f-3 dated February 28, 2017 - Previously filed as Exhibit (n)(1) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

Reserved

Codes of Ethics

Code of Ethics of The MainStay Funds dated September 2013 — Previously filed as Exhibit (p)(1) to Post-Effective Amendment No. 129 on February 29, 2016*

Code of Ethics of Markston International LLC as of March 2013 — Previously filed as Exhibit (p)(2) to Post-Effective Amendment No. 126 on February 27, 2015*

Code of Ethics of MacKay Shields LLC Code of Ethics dated July 2014 — Previously filed as Exhibit (p)(3) to Post-Effective Amendment No. 126 on February 27, 2015*

Code of Ethics of New York Life Investment Management Holdings LLC dated November 2016 — Previously filed as Exhibit (p)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

Code of Ethics of Nuveen Investments Inc. (Winslow Capital Management, Inc.) dated September 2016 — Filed herewith

Code of Ethics of Epoch Investment Partners, Inc. dated October 2016 — Previously filed as Exhibit (p)(3) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

Other Exhibits:

Powers of Attorney — Previously filed as Exhibits to Post-Effective Amendment No. 106*

	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*

* 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).

CORNERSTONE CAPITAL MANAGEMENT HOLDINGS LLC

Cornerstone Capital Management Holdings LLC (“Cornerstone Holdings”) acts as the subadvisor for certain series of the Registrant.

The list of officers and directors of Cornerstone Holdings, 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 Cornerstone Holdings (SEC File No: 801-69663).

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

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).

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, 169 Lackawanna Avenue, Parsippany NJ 07054; Cornerstone Capital Management Holdings LLC, 1180 Avenue of the Americas, New York, NY 10036; 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, 50 Main Street, Suite 285, White Plains, NY 10606; and Winslow Capital Management, LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402. Records relating to the duties of the custodian for each series of The MainStay Funds are maintained by State Street Bank and Trust Company, 1 Lincoln Street, Boston, MA 02111-2900. Records relating to the duties of the transfer agent of The MainStay Funds are maintained by Boston Financial Data Services, 2000 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) under the Securities Act and that it has duly caused this Post-Effective Amendment No. 137 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 10 ^th day of August, 2017.


THE MAINSTAY FUNDS

By:		/s/ Stephen P. Fisher
		Stephen P. Fisher
		President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 137 to the Registration Statement has been signed below by the following persons in the capacities indicated on August 10, 2017.

SIGNATURE		TITLE


/s/ Stephen P. Fisher		President and Principal Executive Officer
Stephen P. Fisher

/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/ Peter Meenan*		Trustee
Peter Meenan

/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
Jack R. Benintende		and Accounting Officer

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

* Pursuant to Powers of Attorney previously filed.

EXHIBIT INDEX

Exhibit

(a)(34)

Redesignation of Series of Shares of Beneficial Interest, Par Value $0.01 Per Share (Global High Income and MAP)

(a)(35)

Establishment and Designation of Class of Shares of Beneficial Interest, Par Value $0.01 Per Share (Class T)

(d)(1)(a)

Amendment dated February 28, 2017 to the Management Agreement

(d)(2)(a)(v)

Amendment dated February 27, 2015 to the MacKay Shields Subadvisory Agreement

(d)(2)(a)(vi)

Amendment dated February 28, 2017 to the MacKay Shields Subadvisory Agreement

(d)(2)(h)(i)

Amendment dated February 28, 2017 to the NYL Investors Subadvisory Agreement

(p)(5)

Code of Ethics of Nuveen Investments (Winslow) dated September 2016

Exhibit (a)(34)

The MainStay Funds

MainStay Global High Income Fund

MainStay MAP Fund

Redesignation of Series of Shares

of Beneficial Interest, Par Value $0.01 Per Share

The undersigned, being at least a majority of the Trustees of The MainStay Funds, a Massachusetts business trust (“Trust”), acting pursuant to Article V, Section 5.11 and Article VIII, Section 8.3 of the Trust’s Declaration of Trust dated January 9, 1986, as amended and restated on August 19, 2016 (“Declaration of Trust”), deeming it desirable to make changes to the Declaration of Trust that do not materially adversely affect the rights of the Trust’s shareholders, hereby amend the Declaration of Trust s follows:

1. Effective as of February 28, 2017, the series of the Trust presently designated as: (i) “MainStay Global High Income Fund” was redesignated as “MainStay Emerging Markets Debt Fund; and (ii) “MainStay MAP Fund” was redesignated as “MainStay MAP Equity Fund,” and all other terms and conditions regarding the designation of that series contained in the Amended and Restated Establishment and Designation of Additional Series, as thereafter amended, remain in full force and effect.

Dated: December 14, 2016

/s/ Susan B. Kerley	/s/ Alan R. Latshaw
Susan B. Kerley	Alan R. Latshaw


/s/ Peter Meenan	/s/ Christopher O. Blunt
Peter Meenan	Christopher O. Blunt


/s/ Richard H. Nolan	/s/ Richard S. Trutanic
Richard H. Nolan	Richard S. Trutanic


/s/ David H. Chow	/s/ Jacques J. Perold
David H. Chow	Jacques J. Perold


/s/ John A. Weisser, Jr.
John A. Weisser Jr.

Exhibit (a)(35)

THE MAINSTAY FUNDS

Establishment and Designation of Class

of Shares of Beneficial Interest, Par Value $0.01 Per Share

Effective as of February 28, 2017

The undersigned, being a majority of the Trustees of The MainStay Funds, a Massachusetts business trust (the “Trust”), pursuant to Section 5.12 of the Amended and Restated Declaration of Trust dated August 19, 2016 (the “Declaration of Trust”), hereby divide the authorized and unissued shares of beneficial interest (the “Shares”) of the series of the Trust designated below in paragraph 1 (each, a “Fund,” and collectively, the “Funds”) into a newly established Class hereby designated as “T Class” shares (the “Class”), with such Class to have the special and relative rights specified in this Instrument:

MainStay Common Stock Fund

MainStay Convertible Fund

MainStay Government Fund

MainStay Emerging Markets Debt Fund

MainStay High Yield Corporate Bond Fund

MainStay Income Builder Fund

MainStay International Equity Fund

MainStay Large Cap Growth Fund

MainStay MAP Equity Fund

10.

MainStay Money Market Fund

11.

MainStay Tax Free Bond Fund

12.

MainStay Unconstrained Bond Fund

2. Each Share shall be redeemable, and, except as provided below, shall represent a pro rata beneficial interest in the assets attributable to the Class of shares of a Fund, and shall be entitled to receive its pro rata share of net assets attributable to the Class upon liquidation of the Fund, all as provided in or not inconsistent with the Declaration of Trust. Each Share shall have the voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, terms and conditions, as set forth in the Declaration of Trust.

3. Upon the effective date of this Instrument:

a. Each Share of the Class of a Fund shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters that such Shares (or Class of Shares) shall be entitled to vote. Shareholders of a Fund shall vote together on any matter, except to the extent otherwise required by the Investment Company Act of 1940, as amended (the “1940 Act”), or when the Trustees have determined that the matter affects only the interest of Shareholders of one or more Classes, in which case only the Shareholders of such Class or Classes shall be entitled to vote thereon. Any matter shall be deemed to have been effectively acted upon with respect to the Fund if acted upon as provided in Rule 18f-2 under the 1940 Act or any successor rule and in the Declaration of Trust.

Exhibit (a)(35)

b. Liabilities, expenses, costs, charges or reserves that should be properly allocated to the Shares of a particular Class of the Fund may, pursuant to the Plan adopted by the Trustees under Rule 18f-3 under the 1940 Act, or such similar rule under or provision or interpretation of the 1940 Act, be charged to and borne solely by such Class and the bearing of expenses solely by a Class of Shares may be appropriately reflected and cause differences in net asset value attributable to, and the dividend, redemption and liquidation rights of, the Shares of different Classes.

4. The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets, liabilities and expenses or to change the designation of any Class now or hereafter created, or to otherwise change the special and relative rights of any such Class, provided that such change shall not adversely affect the rights of Shareholders of such Class.

Dated: December 14, 2016

/s/ Susan B. Kerley	/s/ Alan R. Latshaw
Susan B. Kerley	Alan R. Latshaw


/s/ Peter Meenan	/s/ Christopher O. Blunt
Peter Meenan	Christopher O. Blunt


/s/ Richard H. Nolan	/s/ Richard S. Trutanic
Richard H. Nolan	Richard S. Trutanic


/s/ David H. Chow	/s/ Jacques J. Perold
David H. Chow	Jacques J. Perold


/s/ John A. Weisser, Jr.
John A. Weisser Jr.

Exhibit (d)(1)(a)

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 28th day of February, 2017, 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: (i) reflect revised management fees with respect to the MainStay High Yield Corporate Bond Fund and MainStay Money Market Fund; (ii) change the name of the MainStay Global High Income Fund to MainStay Emerging Markets Debt Fund; (iii) change the name of the MainStay MAP Fund to the MainStay MAP Equity Fund; and (iv) add MainStay Money Market Fund to the list of Funds exempt from the accounting fee.

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/ Thomas Lynch	By:	/s/ Yie-Hsin Hung
Name:	Thomas Lynch	Name:	Yie-Hsin Hung
Title:	Director and Associate General Counsel	Title:	Chief Executive Officer

THE MAINSTAY FUNDS

Attest:	/s/ Thomas Lynch	By:	/s/ Stephen P. Fisher
Name:	Thomas Lynch	Name:	Stephen P. Fisher
Title:	Assistant Secretary	Title:	President

SCHEDULE A

(As of February 28, 2017)

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, at annual fee equal to the following:

FUND	ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS

MainStay Common Stock Fund	0.55% up to $500 million; 0.525% from $500 million to $1 billion; and 0.50% on assets over $1 billion

MainStay Convertible Fund	0.60% up to $500 million; 0.55% from $500 million to $1 billion; and 0.50% on assets over $1 billion

MainStay Emerging Markets Debt Fund (formerly MainStay Global High Income Fund)	0.70% up to $500 million; and 0.65% on assets over $500 million

MainStay Government Fund	0.50% up to $500 million; 0.475% from $500 million to $1 billion; and 0.45% on assets over $1 billion

MainStay High Yield Corporate Bond Fund	0.60% up to $500 million; 0.55% from $500 million to $5 billion; 0.525% from $5 billion to $7 billion; 0.50% from $7 billion to $10 billion; and 0.49% on assets over $10 billion
MainStay Income Builder Fund	0.64% up to $500 million; 0.60% from $500 million to $1 billion; and 0.575% on assets over $1 billion

MainStay International Equity Fund	0.89% up to $500 million; and 0.85% on assets over $500 million
MainStay Large Cap Growth Fund	0.75% up to $500 million; 0.725% from $500 million to $750 million; 0.71% from $750 million to $1 billion; 0.70% from $1 billion to $2 billion; 0.66% from $2 billion to $3 billion; 0.61% from $3 billion to $7 billion; 0.585% from $7 billion to $9 billion; and 0.575% on assets over $9 billion

MainStay MAP Equity Fund (formerly MainStay MAP Fund)	0.75% up to $1 billion; and 0.70% from $1 billion to $3 billion; and 0.675% on assets over $3 billion
MainStay Money Market Fund	0.40% up to $500 million; 0.35% from $500 million up to $1 billion; and 0.30% on assets over $1 billion

MainStay Tax Free Bond Fund	0.45% up to $500 million; 0.425% from $500 million to $1 billion; and 0.40% on assets over $1 billion
MainStay Unconstrained Bond Fund	0.60% up to $500 million; 0.55% from $500 million to $1 billion; 0.50% from $1 billion to $5 billion; and 0.475% on assets over $5 billion

In addition, each Fund of the Trust, except MainStay Common Stock Fund, MainStay Government Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund and MainStay Money Market 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.

Exhibit (d)(2)(a)(v)

THE MAINSTAY FUNDS

AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amendment to the Amended and Restated Subadvisory Agreement, is effective as of the 27 ^th day of February 2015, between New York Life Investment Management LLC (the “Manager”) and MacKay Shields LLC (the “Subadvisor”).

WHEREAS, the Manager and the Subadvisor are parties to an Amended and Restated Subadvisory Agreement, dated August 1, 2008, as amended (the “Subadvisory Agreement”); and

WHEREAS , the parties hereby wish to amend the Subadvisory Agreement to reflect revisions to the subadvisory fees with respect to MainStay Global High Income Fund, MainStay Income Builder Fund, MainStay Tax Free Bond Fund, and MainStay Unconstrained Bond Fund.

NOW, THEREFORE , the parties agree as follows:

(i)

Effective February 27, 2015, 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 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/ Thomas Lynch	By:	/s/ Stephen P. Fisher
Name:	Thomas Lynch	Name:	Stephen P. Fisher
Title:	Director & Associate General Counsel	Title:	Co-President

MACKAY SHIELDS LLC

Attest:	/s/ Rene A. Bustamante	By:	/s/ Lucille Protas
Name:	Rene A. Bustamante	Name:	Lucille Protas
Title:	Senior Managing Director	Title:	President

SCHEDULE A

(As of February 27, 2015)

As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

Fund	Annual Rate

MainStay Convertible Fund *	0.30% up to $500 million; 0.275% from $500 million to $1 billion; and 0.25% in excess of $1 billion

MainStay Global High Income Fund *	0.35% up to $500 million; and 0.325% in excess of $500 million
MainStay Government Fund *	0.25% up to $500 million; 0.2375% from $500 million to $1 billion; and 0.225% in excess of $1 billion
MainStay High Yield Corporate Bond Fund	0.30% up to $500 million; 0.275% from $500 million to $5 billion; 0.2625% from $5 billion to $7 billion; and 0.25% in excess of $7 billion
MainStay Income Builder Fund*	0.32% up to $500 million; and 0.30% from $500 million to $1 billion; and 0.2875% in excess of $1 billion**
MainStay Tax Free Bond Fund *	0.225% up to $500 million; 0.2125% from $500 million to $1 billion; and 0.20% in excess of $1 billion

MainStay Unconstrained Bond Fund *	0.30% up to $500 million; 0.275% from $500 million to $1 billion; 0.25% from $1 billion to $5 billion; and 0.2375% in excess of $5 billion

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of l/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund. Payment will be made to the Subadvisor on a monthly basis.

* The Manager has agreed to waive a portion of the Fund’s management fee or reimburse the expenses of the appropriate class of the Fund so that the class total ordinary operating expenses do not exceed certain amounts. These waivers or expense limitations may be changed with Board approval. To the extent the Manager has agreed to waive its management fee or reimburse expenses, 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.

**MacKay Shields manages the fixed income portion of the Income Builder Fund. The annual rate is based on the percentage of MacKay Shields’ Allocated Assets constituting the Series’ average daily net assets.

Exhibit (d)(2)(a)(vi)

THE MAINSTAY FUNDS

AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amendment to the Amended and Restated Subadvisory Agreement, is effective as of the 28 ^th day of February 2017, between New York Life Investment Management LLC (the “Manager”) and MacKay Shields LLC (the “Subadvisor”).

WHEREAS, the Manager and the Subadvisor are parties to an Amended and Restated Subadvisory Agreement, dated August 1, 2008, as amended (the “Subadvisory Agreement”); and

WHEREAS , the parties hereby wish to amend the Subadvisory Agreement to reflect revisions to the subadvisory fees with respect to the MainStay High Yield Corporate Bond Fund, and to change the name of the MainStay Global High Income Fund to MainStay Emerging Markets Debt Fund.

NOW, THEREFORE , the parties agree as follows:

(i)

Effective February 28, 2017, 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 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/ Thomas Lynch	By:	/s/ Stephen P. Fisher
Name:	Thomas Lynch	Name:	Stephen P. Fisher
Title:	Director & Associate General Counsel	Title:	President

MACKAY SHIELDS LLC

Attest:	/s/ Rene A. Bustamante	By:	/s/ Lucille Protas
Name:	Rene A. Bustamante	Name:	Lucille Protas
Title:	Senior Managing Director & CCO	Title:	President & Chief Operating Officer

SCHEDULE A

(As of February 28, 2017)

Fund	Annual Rate

MainStay Convertible Fund *	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; and 0.25% on assets in excess of $1 billion

MainStay Emerging Markets Debt Fund *	0.35% on assets up to $500 million; and 0.325% on assets in excess of $500 million
MainStay Government Fund *	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% in excess of $1 billion
MainStay 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 in excess of $10 billion
MainStay Income Builder Fund*	0.32% on assets up to $500 million; and 0.30% on assets from $500 million to $1 billion; and 0.2875% on assets in excess of $1 billion**
MainStay Tax Free Bond Fund *	0.225% on assets up to $500 million; 0.2125% on assets from $500 million to $1 billion; and 0.20% on assets in excess of $1 billion

MainStay Unconstrained Bond Fund *	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets in excess of $5 billion

Exhibit (d)(2)(h)(i)

THE MAINSTAY FUNDS

This Amendment to the Subadvisory Agreement, is made as of the 28 ^th day of February, 2017, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and NYL Investors LLC, a Delaware corporation (the “Subadvisor”).

WHEREAS, the Manager and the Subadvisor are parties to the Subadvisory Agreement, dated May 1, 2014, Agreement”); and

WHEREAS , the parties hereby wish to amend the Subadvisory Agreement to reflect a revised subadvisory fee with regard to the MainStay Money Market Fund.

NOW, THEREFORE , the parties agree as follows:

(i)

Effective February 28, 2017, 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 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/ Thomas Lynch	By:	/s/ Stephen P. Fisher
Name:	Thomas Lynch	Name:	Stephen P. Fisher
Title:	Director and Associate	Title:	President
	General Counsel


NYL INVESTORS LLC

Attest:	/s/ Colleen Meade	By:	/s/ Thomas J. Girard
Name:	Colleen Meade	Name:	Thomas J. Girard
Title:	Assistant Secretary	Title:	Senior Managing Director

SCHEDULE A

(Revised as of February 28, 2017)

SERIES NAME	ANNUAL RATE
MainStay Money Market Fund*	0.20% on assets up to $500 million; 0.175% on assets from 500 million up to $1 billion; and 0.15% on assets in excess of $1 billion

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

*With respect to this Series, the Manager has agreed to waive a portion of the Series’ management fee or reimburse the expenses of the appropriate class of the Series so that the class’s total ordinary operating expenses do not exceed certain amounts. These waivers or expenses limitations may be changed with Board approval. To the extent that the Manager has agreed to waive its management fee or reimburse expenses, the Subadvisor has voluntarily agreed to waive or reimburse its fee proportionately.

The annual rate is based on the percentage that the Allocated Assets constitutes of the Series’ total average daily net assets.

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

Exhibit (p)(5)

Nuveen Investments Compliance | September 2016

Code of Ethics

Summary and Scope

What the Code is about

Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

There are three designations of individuals who are subject to the Code (described below). Compliance will determine your designation.

If you are a consultant or temporary worker, you are not automatically subject to the Code. However, based on your contract length, job duties, work location, and other factors, Compliance may make you subject to the Code at whatever designation level it believes appropriate.

Access Persons

Any Nuveen Employee who meets any of the following criteria:

As part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio.

Is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one).

Has otherwise been designated an Access Person by Compliance.

Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person.

Investment Persons

Any Access Person who meets either of the following criteria:

As part of his/her regular duties either makes or participates in making recommendations or decision concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio.

Has otherwise been designated an Investment Person by Compliance.

Key characteristics of this designation. Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers.

Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade 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 Compliance.

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.

General Employees

All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons).

Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers.

The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ.

Important to understand

Some of our affiliated investment advisers may impose additional rules on the same topics covered in the Code . Check with your manager or local compliance officer if you have questions.

Personal trading is a privilege, not a right. The securities industry is highly regulated and its employees are expected to adhere to high standards of behavior – including with respect to personal trading. Any violation of the Code can have an adverse effect on you, your co-workers, and Nuveen.

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact Compliance 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). Follow the Code both in letter and in spirit. If you have questions, contact Compliance..

TERMS WITH SPECIAL MEANINGS

Within this policy, these terms are defined as follows:

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 the purchase, sale, or ownership of a security or account. 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 exercise 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 Any of the following who reside, or are expected to reside for at least 60 days a year, in the same household as a Nuveen Employee:

Spouse or domestic partner.

Sibling.

Child, stepchild, grandchild.

Parent, stepparent, grandparent.

In-laws (mother, father, son, daughter, brother, sister).

Each Household Member is subject to the same pre-clearance and trading restrictions and requirements as his/her related Nuveen Employee.

Independent Director Any director or trustee of a Nuveen Fund advised by Nuveen Fund Advisors, Inc. 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 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.

Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC.

Nuveen-Advised Account or Portfolio Any Nuveen Fund or any portfolio, or client account advised or subadvised by Nuveen.

Nuveen Employee Any full- or part-time employee of Nuveen, not including consultants and temporary workers, and those individuals registered with Nuveen Securities, LLC.

Nuveen Fund Any open-end fund, closed-end fund, or any Exchange Traded Fund (“ETF”) advised or subadvised by Nuveen.

Reportable Account Any account of which you or a Household Member has Beneficial Ownership AND in which securities can be bought or held. This includes, among others:

All Managed Accounts.

Any Nuveen 401(k) plan account.

Any direct holding in a Nuveen Fund or TIAA Fund.

Any retirement account, health savings account (HSA) or 529 college savings plan that permits the purchase of any Reportable Security (such as company stock or Nuveen or TIAA Funds).

The following are NOT considered Reportable Accounts:

Charitable giving accounts.

Accounts held directly with a mutual fund complex in which non-Nuveen and non-TIAA Funds are the only possible investment.

Reportable Security Any security, including single-stock futures, 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 Nuveen or TIAA Funds.

Reportable Transaction Any transaction involving a Reportable Security, except:

Transactions in Managed Accounts.

Transactions occurring under an Automatic Investment Plan.

TIAA Fund Any open-end fund, closed-end fund or ETF advised or sub-advised by TIAA-CREF Investment Management, LLC (TCIM) or Teachers Advisers, Inc. (TAI) or their affiliated advisers

Nuveen Code of Ethics

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General Restrictions and Requirements

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.

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).

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.

Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes information related to any of the following:

Any Nuveen-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen.

New products, product changes, or business initiatives.

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 with Compliance before releasing any confidential information.

Handle Inside Information properly. Follow all of the terms described in “Inside Information” below. Be aware that any failure to handle Inside Information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.

Never knowingly trade any security being traded or considered for trade by any Nuveen-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 or futures based on the company’s securities. This applies to you and to any Household Member.

Never purchase an equity IPO. This does not apply to initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, and commodity pools. This applies to you and to any Household Member.

Do not purchase a private placement (limited offering) or make an investment in any private company or business without advance written approval from Compliance. This includes investments in any family businesses as well as purchases of any private funds advised or sub-advised by Nuveen. Approval will depend on whether the investment potentially conflicts with Nuveen business activities and whether the opportunity is available to you because of your position at Nuveen, among other criteria. This applies to you and to any Household Member.

Never participate in an investment club or similar entity. This applies to you and to any Household Member.

Avoid excessive trading. Never let personal trading interfere with your professional duties, and never engage in market timing, late trading, and other inappropriate actions.

10.

Comply with trading restrictions described in the prospectuses for those Nuveen Funds that are advised by Nuveen Fund Advisers, Inc. This includes restrictions on frequent trading in shares of any open-end Nuveen Fund advised by Nuveen Fund Advisers, Inc. which limits investors to two round trips per 60-day trading period. Any violation of these trading restrictions is punishable as a violation of the Code. This applies to you and to any Household member.

11.

Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.

Nuveen Code of Ethics

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12.

Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

13.

Promptly alert Compliance of any actual or suspected wrongdoing. Alert the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated investment adviser. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code.

Report actual or suspected violations to the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated adviser. If you prefer to report confidentially, call the Nuveen Confidential Hotline at 877-209-3663. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

INSIDE INFORMATION

What is Inside Information?

Inside 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 Inside Information (whether in connection with your position at Nuveen or not), alert Nuveen. If you work for a Nuveen investment adviser, alert your local Compliance or Legal office, who in turn will notify the Ethics Office.

Otherwise, alert Nuveen Compliance within the Ethics Office. Follow the instructions you are given. Note that information regarding account related activity including, but not limited to, new and terminated accounts, large cash flows, index construction and rebalancing for ETFs and related transactions may constitute Inside Information. If you possess this type of Inside Information, you do not need to disclose the Inside Information to Compliance. However, you should never knowingly trade any security likely to be traded or considered for trade by any Nuveen advised account or portfolio.

Until you receive further instructions from Compliance 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 Inside Information, including whether such information is actually Inside Information or what steps should be taken.

If Compliance and/or Legal determine that you have Inside Information:

Do not buy, sell, gift, or otherwise dispose of the securities, whether on behalf of a Nuveen- 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 Inside Information.

Do not communicate the Inside Information to anyone, whether inside or outside Nuveen, except in discussions with Compliance and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your investment adviser.

Nuveen Code of Ethics

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Reporting requirements

Upon becoming a Permanent Employee

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.

Within 10 calendar days of starting at Nuveen, report all of your Reportable Accounts and holdings in Reportable Securities. Include current information (no older than 45 calendar days before your first day of employment) on all Reportable Securities.

For each security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value). For each Reportable Account, provide information about the broker, dealer, or bank through which the account is held and the type of account. For each Reportable Account, submit a copy of the most recent statement.

Note that there are separate procedures for Managed Accounts, as described below in item 5.

Within 10 calendar days of starting at Nuveen, report all current investments in private placements (limited offerings). Limited offerings are Reportable Securities.

Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. The approved firms are:

Ameriprise Financial	OptionsXpress
Barclays Capital Inc.	Raymond James
Chase Investment	RBC Securities
Services Corp	Scottrade Financial Services
Charles Schwab	Stifel Financial
Citigroup Smith Barney	T. Rowe Price
Edward Jones	TD Ameritrade
E*Trade Securities	TIAA Brokerage Services
Fidelity Investments	UBS Financial Services Inc.
Goldman Sachs	US Bancorp
Interactive Brokers	Investments, Inc.
JP Morgan Private Bank	Vanguard
JP Morgan Securities	Brokerage Services
Merrill Lynch	Wells Fargo
Morgan Stanley	Advantaged Funds
Oppenheimer & Co.	Wells Fargo Investments

Under very limited circumstances, a Reportable Account may be allowed to remain 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 Compliance. For any account granted an exception, arrange for Compliance to receive duplicates of all periodic statements. If a firm cannot provide duplicate statements directly to Compliance, you must take responsibility for providing these statements to Compliance yourself.

Note that consultants and temporary workers may not be required to move or close Reportable Accounts at the discretion of Compliance.

When opening any new Reportable Account (including a Managed Account)

Get Compliance pre-approval for any new Managed Account. Using the appropriate form (available from Compliance), 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 and/or any Household Member).

Note that if the Managed Account is not maintained at an approved firm, you are also responsible for ensuring that duplicate statements of the Managed Account are sent to the Ethics Office . In addition, you will need to provide duplicate statements to the adviser with which you are affiliated, if they also require such statements.

Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm. Do this 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.

Nuveen Code of Ethics

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Before placing any trades in Reportable Securities

Pre-clear any trade in Reportable Securities that is above the minimum share quantity. Additional exclusions are noted in the box below. Without pre-clearance, you can trade up to 500 shares over any period of 5 trading days in any security with a market capitalization (on the trade date) of at least $5 billion. This applies only to securities that trade in share quantities, and therefore does not extend to options or fixed income securities. This de minimis exception does not apply to Nuveen-sponsored closed-end funds or ETFs.

If your trade requires pre-clearance, request approval through PTCC before you or any Household Member places an order to buy or sell any Reportable Security. Approval, if granted, expires at the end of the day it was granted. When requesting pre-clearance, follow this process:

Request pre-clearance on the same day you want to trade. 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-til-canceled orders. You may place orders for an after-hours trading session using that day’s preclearance approval, but you must not place any order that could remain open into the next regular trading session.

You must hold a position in a Reportable Security, other than non-Nuveen ETFs, for 30 calendar days from your most recent purchase of that security before realizing any profit. 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. This rule is based upon your overall holdings, not at an account level. Positions in Nuveen ETFs are subject to this 30 day holding period requirement.

You may be required to surrender any gains realized through a violation of this rule. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies.

NOTE: All Reportable Securities that qualify for the 500-share exemption from pre-clearance are still subject to the 30 calendar day holding requirement, except for positions in non-Nuveen ETFs.

Before influencing any trades in a Managed Account

Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with Compliance to discuss whether the account in question can properly remain classified as a Managed Account. This applies to you and to any Household Member.

WHAT NEEDS TO BE PRE-CLEARED

Pre-clearance required

All actively initiated trades in Reportable Securities, which includes ETFs and closed-end funds (both Nuveen and non-Nuveen).

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 Nuveen-Advised Account or Portfolio trades whose existence would have resulted in denial of preclearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by Compliance.

No pre-clearance required

Trades, except those in Nuveen closed-end fund and ETFs, that fall within the 500-share exception.

Shares of any open-end mutual fund (including Nuveen or TIAA Funds).

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.

Sales pursuant to a bona fide tender offer.

Trades made through an Automatic Investment Plan that has been disclosed to Compliance in advance.

Trades in a Managed Account.

Donations or gifting of securities.

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Every Quarter

10.

Within 30 calendar days of the end of each calendar quarter, verify that all Reportable Transactions made during that quarter have been reported.

PTCC will display all transactions of yours for which it has received notice. For any transactions not displayed (such as transactions in accounts you have approval to maintain elsewhere), you are responsible for ensuring that Compliance promptly receives copies of all account statements so that they can enter them into PTCC.

For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest rate (coupon) and maturity date, the number of shares, the 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 PTCC, checking for accuracy and completeness. If you find any errors or omissions, correct or add to your list of transactions in PTCC.

Every year

11.

Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and file your Annual Holdings and Accounts Report.

The report must contain the information described in item #2 on page 4, and include your certification that you have reported all Reportable Accounts, and all holdings and transactions in Reportable Securities for the previous year.

For Managed Accounts, you must affirm annually through PTCC (for yourself and on behalf of any Household Member) the classification of the account as a Managed Account through a separate certification. No broker or investment manager involvement is required on this annual reaffirmation.

You also need to acknowledge any amendments to the Code that occur during the course of the year.

ADDITIONAL RULES FOR “SECTION 16 OFFICERS”

Pre-clear (through PTCC) any transactions in closed-end funds of which you are a Section 16 officer. Your request will be reviewed by Legal in Chicago.

When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 officer, 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 officer, no exception from preclearance is available.

Email details of all executed transactions in these securities to Legal in Chicago.

Contact Legal in Chicago if you are unsure whether you are a Section 16 officer or if you have any other questions.

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

he Code exists to prevent violations of law. No exceptions that would violate any law will be granted.

Monitoring and enforcement

Nuveen Compliance is responsible for monitoring transactions and holdings for any violations of this Code. Any individual who violates the Code is subject to penalty. Possible penalties may include a written warning, restriction of trading privileges, disgorgement of trading profits, fines, and suspension or termination of employment. Literal compliance with the Code, such as pre-clearing a transaction, will not make a person immune from liability for conduct that violates the spirit of the Code.

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 Nuveen Funds advised by Nuveen Fund Advisors, Inc., 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, and National Futures Association (NFA) requirements that apply to personnel affiliated with Nuveen Commodities Asset Management, LLC or Nuveen Asset Management, LLC.

Nuveen Code of Ethics

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