First Amendment to Amended and Restated Master Delegation Agreement

Exhibit g 2 a

First Amendment to Amended and Restated Master  Delegation Agreement

This First Amendment to Amended and Restated Master Delegation Agreement (the “Amendment”) is made and entered into as of April 29, 2011 by and among each registered investment company identified on the signature page hereto (each such registered investment company shall hereinafter be referred to as a “Fund” and collectively the “Funds”), and, and State Street Bank and Trust Company, a Massachusetts trust company (the “Delegate”).

Witnesseth:

Whereas, the Funds and the Delegate are parties to that certain Amended and Restated Master Delegation Agreement dated as of January 1, 2011 (the “Agreement”); and

Whereas, effective April 29, 2011, one of the Funds, MainStay VP Series Fund, Inc., a Maryland corporation, will be reorganized into MainStay VP Funds Trust, a Delaware statutory trust; and

Whereas, the Funds and the Delegate desire to amend the Agreement to reflect the reorganization.

Now Therefore, for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Funds and the Delegate hereby agree as follows:

1. As of the date hereof, MainStay VP Series Fund, Inc. will cease to be a party to the Agreement.

2. As of the date hereof, the Delegate will act as delegate under the terms of the Agreement for MainStay VP Funds Trust.

3. Each Fund and the Delegate hereby confirms its representations and warranties set forth in Section 3 of the Agreement.

4. Appendix A to the Agreement shall be replaced in its entirety by the Appendix A dated April 29, 2011 attached hereto.

5. This Amendment is intended to modify and amend the Agreement and the terms of this Amendment and the Agreement are to be construed to be cumulative and not exclusive of each other.  Except as provided herein, the Agreement is hereby ratified and confirmed and remains in full force and effect.

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Exhibit g 2 a

In Witness Whereof, the parties have caused this Amendment to be executed by their duly authorized officers to be effective as of the date first above written.

	ECLIPSE FUNDS
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		President
	ECLIPSE FUNDS INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		President
	THE MAINSTAY FUNDS
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		President
	MAINSTAY VP FUNDS TRUST
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		President
	MAINSTAY FUNDS TRUST
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		President
	STATE STREET BANK AND TRUST COMPANY
		By:	/s/	Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Executive Vice President

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Exhibit g 2 a

Appendix A

to the

Amended and Restated Master Delegation Agreement

(as of April 29, 2011)

Fund		Portfolio
The MainStay Funds		MainStay Common Stock Fund MainStay Convertible Fund MainStay Flexible Bond Opportunities Fund MainStay Equity Index Fund MainStay Global High Income Fund MainStay Government Fund MainStay High Yield Corporate Bond Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Large Cap Growth Fund MainStay MAP Fund MainStay Money Market Fund MainStay Principal Preservation Fund MainStay Tax Free Bond Fund
Eclipse Funds		MainStay Balanced Fund MainStay U.S. Small Cap Fund
Eclipse Funds Inc.		MainStay High Yield Opportunities Fund

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Exhibit g 2 a

MainStay VP Funds Trust MainStay VP Balanced Portfolio MainStay XX Xxxx Portfolio MainStay VP Cash Management Portfolio MainStay VP Common Stock Portfolio MainStay VP Conservative Allocation Portfolio MainStay VP Convertible Portfolio MainStay Flexible Bond Opportunities Portfolio MainStay VP Floating Rate Portfolio MainStay VP Government Portfolio MainStay VP Growth Allocation Portfolio MainStay VP Growth Equity Portfolio MainStay VP High Yield Corporate Bond Portfolio MainStay VP ICAP Select Equity Portfolio MainStay VP Income Builder Portfolio MainStay VP International Equity Portfolio MainStay VP Large Cap Growth Portfolio MainStay VP Mid Cap Core Portfolio MainStay VP Moderate Allocation Portfolio MainStay VP Moderate Growth Allocation Portfolio MainStay VP S&P 500 Index Portfolio MainStay VP U.S. Small Cap Portfolio

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Exhibit g 2 a

MainStay Funds Trust MainStay Cash Reserves Fund MainStay Conservative Allocation Fund MainStay Epoch U.S. All Cap Fund MainStay Epoch U.S. Equity Fund MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Small Cap Fund MainStay Floating Rate Fund MainStay Growth Allocation Fund MainStay Growth Equity Fund MainStay High Yield Municipal Bond Fund MainStay ICAP Equity Fund MainStay ICAP Global Fund MainStay ICAP International Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay Intermediate Term Bond Fund MainStay Moderate Allocation Fund MainStay Moderate Growth Allocation Fund MainStay Retirement 2010 Fund MainStay Retirement 2020 Fund MainStay Retirement 2030 Fund MainStay Retirement 2040 Fund MainStay Retirement 2050 Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund MainStay 130/30 Core Fund MainStay 130/30 Growth Fund MainStay 130/30 International Fund

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