0001144204-09-055707 Sample Contracts

MAINSTAY FUNDS TRUST FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • October 30th, 2009 • Mainstay Funds Trust • New York

This Subadvisory Agreement, made as of the […] day of […], 2009 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and [……], (the “Subadvisor”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 30th, 2009 • Mainstay Funds Trust • New York

AGREEMENT made as of this [DATE], between the MainStay Funds Trust, a Delaware business trust (the “Trust”), and NYLIFE DISTRIBUTORS LLC, a Limited Liability company (the “Distributor”).

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC
Transfer Agency and Service Agreement • October 30th, 2009 • Mainstay Funds Trust • New Jersey

This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of October, 2008, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM SERVICE COMPANY LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

FORM OF SUB-TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN NYLIM SERVICE COMPANY LLC AND BOSTON FINANCIAL DATA SERVICES, INC.
Sub-Transfer Agency and Service Agreement • October 30th, 2009 • Mainstay Funds Trust • Massachusetts

AGREEMENT made as of the 1st day of October, 2005, by and between NYLIM SERVICE COMPANY LLC, a Delaware corporation, having its principal office and place of business at 169 Lackawanna Avenue, Parsippanny, New Jersey 07054 (the “Transfer Agent”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Sub-Transfer Agent”).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 30th, 2009 • Mainstay Funds Trust • Massachusetts

AGREEMENT made as of the 30th day of June, 2005, between each Fund listed on Appendix A (each a Fund and collectively “the Funds”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

SOLICITING DEALER AGREEMENT NYLIFE DISTRIBUTORS LLC NYLIM Center Parsippany, New Jersey 07054
Soliciting Dealer Agreement • October 30th, 2009 • Mainstay Funds Trust • New York

We are the principal underwriter of the open-end investment companies sponsored, advised or administered by any affiliate of New York Life Investment Management LLC (“NYLIM,” or series thereof, the “NYLIM Funds”) and/or we have agreements with the principal underwriters of certain other open-end investment companies (or series thereof, the “Other Funds” and, together with the NYLIM Funds, the “Funds”) as referenced on the attached “Fund Schedule.” We hereby offer to sell shares of the Funds (collectively the “Shares”) to you upon the following terms and conditions:

MAINSTAY FUNDS TRUST FORM OF MANAGEMENT AGREEMENT
Management Agreement • October 30th, 2009 • Mainstay Funds Trust • New York

This Management Agreement is hereby made as of the [….] day of [….], 2009 (the “Agreement”) between the MainStay Funds Trust, a Delaware business trust (the “Trust”), further amended from time to time, 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 (“NYLIM” or the “Manager”).

EXTENSION AGREEMENT
Extension Agreement • October 30th, 2009 • Mainstay Funds Trust

THIS EXTENSION AGREEMENT is made as of January 31, 2008 by and between the funds listed on Appendix I hereto (each a Fund and collectively “the Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company and the successor in interest to INVESTORS BANK & TRUST COMPANY (“Bank”).

MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • October 30th, 2009 • Mainstay Funds Trust • Massachusetts
MASTER DELEGATION AGREEMENT
Master Delegation Agreement • October 30th, 2009 • Mainstay Funds Trust
FORM OF AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 30th, 2009 • Mainstay Funds Trust

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the ___ day of ________, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
Sub-Transfer Agency and Service Agreement • October 30th, 2009 • Mainstay Funds Trust

This Amendment to the Sub-Transfer Agency and Service Agreement (the “Amendment”) is made as of the 1st day of October, 2008 by and between NYLIM Service Company LLC (“Transfer Agent”) and Boston Financial Data Services, Inc. (“Sub-Transfer Agent”).

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 30th, 2009 • Mainstay Funds Trust
FORM OF AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • October 30th, 2009 • Mainstay Funds Trust

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the ___ day of ____________, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

FORM OF AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • October 30th, 2009 • Mainstay Funds Trust

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the ___ day of __________, 2009, by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

EXTENSION AGREEMENT
Extension Agreement • October 30th, 2009 • Mainstay Funds Trust

THIS EXTENSION AGREEMENT is made as of January 31, 2008 by and between NEW YORK LIFE INVESTMENT MANAGEMENT, LLC (“NYLIM”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company and the successor in interest to INVESTORS BANK & TRUST COMPANY (“Bank”).

FORM OF AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 30th, 2009 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made as of the [….] day of [….], 2009, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM Service Company LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

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