0001144204-12-021102 Sample Contracts

MAINSTAY VP FUNDS TRUST SUBADVISORY AGREEMENT
Subadvisory Agreement • April 11th, 2012 • Mainstay Vp Funds Trust • New York

This Subadvisory Agreement, made as of the 20th day of January, 2012 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Eagle Asset Management, Inc. (the “Subadvisor”).

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MainSTay VP FUNDS Trust AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 11th, 2012 • Mainstay Vp Funds Trust • New York

This Management Agreement is hereby made as of the 1st day of May, 2012 (the “Agreement”) between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its series as set forth on Schedule A (each, a “Portfolio,” and collectively, the “Portfolios”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

MAINSTAY VP FUNDS TRUST ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 11th, 2012 • Mainstay Vp Funds Trust • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 1st day of July, 2011 by and between New York Life Investment Management LLC, a Delaware limited liability company (“New York Life Investments”), MacKay Shields LLC, a Delaware limited liability company (“MacKay”) and Madison Square Investors LLC, a Delaware limited liability company, and is approved by MainStay VP Funds Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

ADDENDUM DATED AS OF FEBRUARY 17, 2012 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT DATED AS OF JUNE 30, 2010, BETWEEN AND AMONG MAINSTAY VP FUNDS TRUST, NEW YORK LIFE INVESTMENT MANAGEMENT LLC AND NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
Participation Agreement • April 11th, 2012 • Mainstay Vp Funds Trust

Notwithstanding anything to the contrary contained in the above-cited Amended and Restated Participation Agreement (the “Agreement”) between and among the MainStay VP Funds Trust (the “Fund”), New York Life Investment Management LLC (the “Adviser”), and New York Life Insurance and Annuity Corporation (the “Company”), the Fund, the Adviser and the Company hereby agree that the Agreement is amended to read as follows:

MAINSTAY VP FUNDS TRUST AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 11th, 2012 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, is made as of the 14th day of December 2011, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Winslow Capital Management, Inc., a Minnesota corporation (the “Subadvisor”).

AMENDED & RESTATED 12b-1 PLAN SERVICES AGREEMENT FOR THE SERVICE CLASS SHARES OF MAINSTAY VP FUNDS TRUST
12b-1 Plan Services Agreement • April 11th, 2012 • Mainstay Vp Funds Trust

THIS AGREEMENT, made and entered into as of the 29th day of April, 2011, between NYLIFE Distributors LLC (the “Distributor”) and New York Life Insurance and Annuity Corporation (the “Company”).

MAINSTAY VP FUNDS TRUST AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 11th, 2012 • Mainstay Vp Funds Trust

This Amendment to the Subadvisory Agreement, made as of the 1st day of July (the “Amendment”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Madison Square Investors LLC, a Delaware limited liability company (the “Subadvisor”).

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