0001144204-11-011350 Sample Contracts

MAINSTAY FUNDS TRUST SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds Trust • New York

This Subadvisory Agreement, made as of the 26th day of February, 2010 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Institutional Capital LLC, a Delaware limited liability company (the “Subadvisor”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2011 • Mainstay Funds Trust • New York

AGREEMENT made as of this 10th day of November, 2009 between the MainStay Funds Trust, a Delaware business trust (the “Trust”), and NYLIFE DISTRIBUTORS LLC, a Limited Liability company (the “Distributor”).

MAINSTAY FUNDS TRUST MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Mainstay Funds Trust • New York

This Management Agreement is hereby made as of the 10th day of November, 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”).

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • February 28th, 2011 • Mainstay Funds Trust • Massachusetts

This AMENDED AND RESTATED CUSTODIAN AGREEMENT (the “Agreement”) is made as of January 1, 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 STATE STREET BANK AND TRUST COMPANY a Massachusetts trust company (the “Bank”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 24th day of November, 2009, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (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”).

MAINSTAY FUNDS TRUST AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Management Agreement is hereby made as of the 26th day of February, 2010 (the “Agreement”) between 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 (“New York Life Investments” or the “Manager”).

MAINSTAY FUNDS TRUST AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds Trust

This Subadvisory Agreement, made as of the 30th day of March, 2010 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

Exhibit h 5 f
Expense Limitation Agreement • February 28th, 2011 • Mainstay Funds Trust
MAINSTAY FUNDS TRUST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment (the “Amendment”) dated as of October 1, 2010, amends the Distribution Agreement dated as of November 10, 2009, between MainStay Funds Trust (the “Trust”),, and NYLIFE Distributors LLC, (the “Distributor”) (the “Agreement”).

AMENDED AND RESTATED MASTER DELEGATION AGREEMENT
Master Delegation Agreement • February 28th, 2011 • Mainstay Funds Trust

This AMENDED AND RESTATED MASTER DELEGATION AGREEMENT (the “Agreement”) is dated as of January 1, 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 STATE STREET BANK AND TRUST COMPANY a Massachusetts trust company (the “Delegate”).

MAINSTAY FUNDS TRUST AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Management Agreement is hereby made as of the 30th day of March, 2010 (the “Agreement”) between 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”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 26th day of February, 2010, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, ICAP Funds, Inc. and Eclipse Funds Inc., each a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2011 • Mainstay Funds Trust
MainStay Funds Trust Amendment to the Subadvisory Agreement
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 1st day of August, 2010, between New York Life Investment Management LLC (the “Manager”), and Institutional Capital LLC (the “Subadvisor”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2011 • Mainstay Funds Trust
AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 1st day of January, 2011, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc., Inc., a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 20th day of November 2009, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Epoch Investment Partners, Inc., a Delaware corporation (the “Subadvisor”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 30th day of March, 2010, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (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”).

MAINSTAY FUNDS TRUST AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Management Agreement is hereby made as of the 1st day of August, 2010, between MainStay Funds Trust, a Delaware 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”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2011 • Mainstay Funds Trust • Delaware

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between MainStay Funds Trust, a Delaware statutory trust (the “Trust”), and the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 12th day of November, 2009, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 10th day of November 2009, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Epoch Investment Partners, Inc., a Delaware corporation (the “Subadvisor”).

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