0001144204-12-010945 Sample Contracts

THE MAINSTAY FUNDS, ECLISPE FUNDS, MAINSTAY FUNDS TRUST MAINSTAY VP FUNDS TRUST AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 27th, 2012 • Mainstay Funds Trust • New York

This Amended and Restated Subadvisory Agreement, made as of the 29th day of April, 2011 (the “Agreement”), 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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AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • February 27th, 2012 • Mainstay Funds Trust

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 29th day of April, 2011, by and between The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc., a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (collectively, the “Funds”), and State Street Bank and Trust Company (”State Street”).

First Amendment to Amended and Restated Master Delegation Agreement
Master Delegation Agreement • February 27th, 2012 • Mainstay Funds Trust

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”).

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